Board Meeting
Friday, September 9, 2005
10:00 a.m.

The Meeting Place
400 S. CM Allen Parkway
San Marcos, Texas 78666

1. Call to Order:

   Notice was duly posted and a meeting of the Austin-San Antonio Intermunicipal
   Commuter Rail District Board was held on September 9, 2005. Chairman Covington called the meeting to order at approximately 10: 14 a.m.

   Participants:

   • Sid Covington, Chairman
   • Tommy Adkisson
   • Gerald Daugherty
   • Betty Dunkerley
   • Fred Harless
   • Dave Marsh
   • Carroll Schubert
   • Tim Tuggey
   • Senator Jeff Wentworth

   Senator Gonzalo Barrientos, Sam Barshop, Mariano Camarillo, Al Notzon and
   Tullos Wells were unable to attend.

   Other participants included Bill Bingham. Additionally, Alison Schulze attended in Ross Milloy’s absence.

2. Chairman and Member Comments:

   Chairman Covington thanked the Members and the audience for attending.

3. Approval of Minutes of June 3rd Meeting:

   The Members, upon a motion by Commissioner Daugherty and second by Fred Harless, unanimously approved the June 3, 2005 meeting minutes.

4. Report on Status of Appointments to the Board and Administration of Oath of Office to any Newly Appointed Board Members:

   Bill Bingham reported that the only change was the City of Austin’s appointment of Councilman Betty Dunkerley, who has taken the oath and signed the required forms (replacing Councilman Slusher).

   Chairman Covington welcomed Councilman Dunkerley and thanked her for her attendance.

5. Report on 2005 Milestone and 2006 Goals:

   Chairman Covington briefly discussed the draft report on 2005 Milestones and 2006 Goals as prepared by Ross Milloy. Covington requested input from the Board on the draft reports.

6. Legislative Update:

   Mr. Bingham discussed the following three (3) items that were passed by the last session of the legislature:

   • Rail Relocation Funding Bill, which will require a constitutional amendment in November to become effective/funded;
   • In August, Congress passed a Transportation Funding bill, which had been
     discussed for year (this project is a recognized project in the bill); and
   • Senator Wentworth and Senator Barrientos sponsored and passed Senate
     Bill 182, which accomplishes two (2) things: (i) staggers the terms of the board members as new members are appointed; and (ii) establishes the ability of the board to conduct routine meetings by video or telephone conference.

   A brief discussion ensued.

7. Consider Approval of Contract Amendment to Planning and Preliminary Engineering

   Contract to Add Economic Analysis of Proposed Station at FM 3009:

   Alison Schulze discussed the proposed contract amendment to the PP&E contract, which adds the economic analysis for the proposed station that was added as part of the LP A at FM 3009 (to be prepared by Capital Market Research, a sub-consultant on the PP&E Team led by Carter & Burgess).

   After a brief report/presentation by Charles Heimsath, with Capital Market Research, concerning the status of the economic impact analysis, Schulze recommended that the Board approve an amendment to the PP&E contract for Capital Market Research to conduct an economic impact analysis of the proposed station at FM 3009.

   A lengthy discussion by the Board ensued

   Upon motion by Dave Marsh and second by Tim Tuggey to approve the contract amendment to the Planning and Preliminary Engineering Contract to Add Economic Analysis of Proposed Station at FM 3009, the Board unanimously approved the motion.

8. EXECUTIVE SESSION: Report and Consultation with General Counsel on Consultant Contracts:

   Chairman Covington announced a brief recess pursuant to Section 551.071 of the Texas Open Meetings Act in order to consult with legal counsel in a closed meeting. Covington invited the audience to wait for the Board to reconvene momentarily.

   • The Board recessed at 10:45 A.M. and reconvened at 11 :22 A.M. Attached is the Certified Agenda for the Closed Portion of the Meeting.

9. Committee Reports:

   A. Program Management Oversight Committee Reports Including Recommendation on New Starts Application:

   Schulze reported there had been three (3) PMOC meetings (06/01/05, 06/17/05, and 07/15/05) and provided summaries of each meeting in the Board packet. Additionally, Schulze stated that a summary of the July 13th Staff meeting with FTA was also included in the Board packet.

   Bingham reported that two (2) consultant contracts will expire September 30, 2005. Bingham’s report was that Milloy recommended that the Board extended those contracts through March 31, 2006 - which is adequate to finish the New Starts Application - without any additional funding other than what is called for in the original contracts.

   Upon Senator Wentworth’s motion, and Harless’ second, for the adoption of the two (2) attached resolutions: (i) concerning contract for engineering services under ASAICR-l with Post, Buckley, Scheh and Jernigan d/b/a PBS&J; and (ii) concerning contract for engineering services under ASAICR-2 with Carter & Burgess, Inc., the Board unanimously passed the motion.

   B. PBS&J. Program Management and Engineering Services:

   There was no report by PBS&J.

   C. Carter-Burgess. Planning and Preliminary Engineering Services:

   There was no report by Carter-Burgess.

10. Briefing on Potential Interlocal Agreements for Study of Seaholm Station Locations:

    Covington said this agenda item was meant as an information-only item for the Board.Covington reported that the study of Seaholm Station locations is on-going and he hopes to have an interlocal agreement ready to review and approve at the next meeting.

    Covington added that he believes the Seaholm area is a very important area of the City of Austin and it is imperative that it be done properly.

11. Financial Report:

    Mr. Milloy prepared and provided the Board with the following financial information! documents:

    • “Reconciliation Detail - Checking Account, Period Ending 09/30/2005″; and
    • 2005 Second Quarter Statement of Income and Billable Expense.

12. Other Business:

    Covington announced the resignation of Catherine Robinson, of the Corridor Council, and presented her with a framed certificate of appreciation.

    There were no other items of business brought before the Board.

13. Public Comment:

    Wilda Won announced that Texas Register Today published notification that there is a public hearing on the Texas State Rail Plan on September 23rd at 10:00 a.m. at the Greer Building.

    The Public comment period will be open until October 10,2005.

14. Adjourn:

    Chairman Covington thanked the Members and the audience for their attendance and participation.

    There being no further items of business brought before the Board, Chairman Covington adjourned the meeting at 11:45 A.M.

15. CERTIFIED AGENDA FOR THE CLOSED PORTION OF THE MEETING OF THE BOARD OF THE AUSTIN-SAN ANTONIO INTERMUNICIP AL COMMUTER RAIL DISTRICT

    The Board of the Austin-San Antonio Intermunicipal Commuter Rail District entered into closed session pursuant to Government Code Section 551.071 to discuss the following topic(s):

    • Consult with legal counsel regarding consultant contracts with PBS&J and Carter & Burgess, Inc.

    Prior to conducting the closed portion of the meeting, the presiding officer announced that a closed meeting would be held and identified the section or sections of the Open Meetings Act under which the closed meeting is to be held.

    At the beginning of the closed meeting, the presiding officer announced the date, time
    and subject of the closed meeting.

    During the closed meeting, the following subject(s) was subject to deliberation:

    • Consultation with legal counsel regarding the consultant contracts with PBS&J and Carter & Burgess, Inc.

    No action was taken during the closed meeting and any further action taken is reflected in the official minutes of this meeting.

    At the end of the closed meeting, the presiding officer announced the closed meeting was: ended and the date and time.

    Certified by the presiding officer of the Board of the Austin-San Antonio Intermunicipal Commuter Rail District on this the 9th day of September, 2005.

    RESOLUTION BY THE BOARD OF DIRECTORS OF AUSTIN SAN ANTONIO INTERMUNICIPAL COMMUTER RAIL DISTRICT

    RESOLVED, that the Executive Director is authorized to enter into an agreement to extend the contract for engineering services under ASAICR-l with Post, Buckley, Scheh and Jernigan, d/b/a PBS&J until March 31, 2006 without any increase in amounts payable under any work authorization.

    Dated this the 9th day of September, 2005.

    RESOLUTION BY THE BOARD OF DIRECTORS OF THE AUSTIN SAN ANTONIO INTERMUNICIPAL COMMUTER RAIL DISTRICT

    RESOLVED, that the Executive Director is authorized to enter into an agreement to extend the contract for engineering services under contract ASAICR-2 with Carter & Burgess, Inc. and the work authorization no. P&PE-1 until March 31, 2006 without any increase in amounts payable under the work authorization.

    Dated this the 9th day of September, 2005.

Board Meeting
Friday, June 3, 2005
10:00 a.m.
CAPCOG Board Room
2520 S. IH–35, Suite 100
Austin, Texas

1. Call to Order:

   Notice was duly posted and a Board meeting of the Austin–San Antonio Intermunicipal
   Commuter Rail District Board was held on Friday, June 3, 2005. Chairman Covington called the
   meeting to order at 10:19 am.

   Chairman Covington thanked the Board and the audience for attending the June 3rd, 2005
   meeting of the Austin–San Antonio Intermunicipal Commuter Rail District Board meeting.

   Participants:

   • Sid Covington, Chairman
   • Tullos Wells, Vice Chairman
   • Tommy Adkisson
   • Gonzalo Barrientos
   • Mariano Camarillo
   • Gerald Daugherty
   • Dave Marsh
   • Al Notzon
   • Carroll Schubert
   • Daryl Slusher

   Sam Barshop, Fred Harless, Tim Tuggey and Senator Jeff Wentworth were unable to attend.

   Others participants included Ross Milloy, Bill Bingham, Christina Ybanez (attending in Mr. Tim
   Tuggey’s absence), and Mr. Joe Morris (attending in Senator Jeff Wentworth’s absence).

2. Chairman and Member Comments:

   Dave Marsh thanked Gerald Daugherty for taking care of the CARTS equipment.
   Carroll Schubert announced that this would be his last meeting. Schubert said that he was
   certain that the new mayor and council will appoint a new representative for the City of San
   Antonio. Schubert also expressed his gratitude for being able to serve on the board.

   Daryl Slusher also announced that this would be his last meeting, as well. Slusher also stated
   that he is thankful to have served on the board for such a very worthy cause.

   Vice–Chairman Wells expressed his appreciation for Schubert’s and Slusher’s efforts. Ross
   Milloy also added that, from the Staff’s perspective, it has been a pleasure to work with
   Councilmember(s) Slusher and Schubert.

3. Consider Approval of May 6th Board Meeting Minutes:

   Upon motion by Tullos Wells and second by Gerald Daugherty, the Board unanimously
   approved the May 6, 2005 meeting minutes.

4. Committee Reports:

   A. Program Management Oversight Committee:

   Mariano Camarillo reported that the PMOC met on May 20th and June 1st in an
   effort to prepare for the approaching New Starts Application Deadline
   (August 15th)(minutes provided to each Member). PMOC recognizes the need
   for frequent PMOC meetings and will continue to meet at least once every
   monthly and more often, if necessary, because of the number of decision to be
   made to allow the consultants to proceed on track.

   Chairman Covington urged everyone to attend the planned June 17th meeting of
   the PMOC.

   B. Public Information Committee:

   Dave Marsh reported that there was no PIC meeting this month, but did provide a
   summary of the PIC meeting from last month. Marsh also briefly discussed the
   public information material contained in a 3″ binder and offered an electronic
   version to all Board members via Alison Schulze.

   Chairman Covington briefly commented on the recent meetings held with Texas
   Transportation Commissioners.

   Ross Milloy reported that more than 3,000 comments were received through the
   public meetings.

5. Status Report on Union Pacific Relocation, by Mario Medina, Director, Multimodal
   Operations, TxDOT:

   Mario Medina (TxDOT) presented “TxDOT Statewide Freight Study: Central Texas Rail
   Relocation.” The presentation included the following information:

   • Railroad Relocations
   • Phase I – Austin/San Antonio Corridor
   • Phase II – San Antonio bypass
   • Phase III – San Antonio
   • Conceptual Corridors
   • Next Steps

   Mr. Medina reported that discussions with the Union Pacific continued, and he was hopeful that an agreement could be reached. A lengthy discussion by the Board ensued.

6. Consider selection of Locally Preferred Alternative (LPA) for FTA New Starts
   Application:

   Tom Shelton (Carter Burgess) presented “Austin–San Antonio Commuter Rail Project: Alternative Analysis Results – ASAICRD Board of Directors Meeting.” The presentation included the following information:

   Project’s Purpose and Need:

   • Improve Mobility throughout Corridor;
   • Improve Safety throughout Corridor;
   • Maintain Air Quality Status;
   • Create Multi–Modal Transportation System;
   • Provide Alternative Travel Option; and
   • Create Economic Development Opportunities

   Project History & Initiatives:

   • 1999 Feasibility Study;
   • 2004 Feasibility Study Update;
   • Phase 1 Ridership & Travel Demand Modeling Completed;
   • 2005 Alternatives Analysis to complete remaining FTA New Starts requirements;
   • Economic Development Impact Analysis of Each 14 Stations; and
   • Funding Strategies Investigated

   ASAICRD Board Direction:

   Assumptions:

   FTA Section 5309 New Starts Program:

   • Programmatic Funding Grant Program
   • Only Federal Funding Program for Fixed Guideway Transit Initiatives
   • Fiercely competitive requiring “Good Projects”

   6 Focus Areas:

   • Mobility Improvements;
   • Environmental Benefits;
   • Operating Efficiencies;
   • Cost Effectiveness;
   • Transit Supportive Land Use
   • Other Factors.

   Project’s Challenges:

   • A lengthy – prescriptive process;
   • Required to use MPO travel demand models;
   • Priority focus on cost–effective measure;
   • Criteria benefits smaller urban transit projects;
   • Cap at 50% federal funding application;
   • 135 AA projects expected to submit New Starts applications by August 15, 2005.

   Definition & Analysis of Alternatives;

   • Alt #1 – Full Service Plan;
   • Alt #2 – Initial Service Plan;
   • Alt #3 – North MOS;
   • Alt #4 – South MOS;
   • Alt #5 – Alt #2 w/Quarry Market Station;
   • Alt #6 – Alt #4 w/Quarry Market Station;
   • Alt #7 – MOS North 2;
   • Alt #8 – South MOS 2; and
   • Alt #9 – South MOS 3
   • Results of Analysis;
   • Evaluation Matrix

   Consultant Team’s Recommendations:

   • Adopt Alternative #1 (Georgetown to San Antonio as Locally Preferred
     Alternative (LPA);
   • Conduct June 17 PMO/Financial Workshop
   • July 8 Board Mtg – Select & Adopt New Starts “Federal Project”
   • Submit New Starts Application by August 15, 2005.

   Next Steps:

   • 06/03/05 – ASAICRD Board – Adoption of the LPA;
   • MPO Actions for LPA Approval:
   • 06/03/05 – SA – BCMPO TAC;
   • 06/15/05 – CAMPO TAC;
   • 06/27/05 – SA–BCMPO Board & Public Hearing;
   • 07/11/05 – CAMPO Board
   • 07/25/05 – SA–BCMPO Board
   • 06/17/05 – PMO Committee Meeting Workshop
   • 07/08/05 – ASAICRD Board adopts New Starts “Federal Project” and Financial
     Assumptions;
   • 07/15/05 – PMO Committee reviews New Starts Application, Financial Plan, and
     PMP;
   • 08/15/05 – Submission of New Starts Application and support documents to FTA.

   A lengthy discussion by the Board ensued.

   Upon Motion by Mariano Camarillo and second by Daryl Slusher to approve the
   recommendation of the P&PE Team Consultants to move forward with the Locally Preferred
   Alternative, to include the amendment to add a FM 3009 Station, the Board unanimously
   approved the motion.

7. Report on Status of Appointments to the Board and Administration of Oath of
   Office to Any Newly Appointed Board Members:

   Bill Bingham provided the Board with a copy of S.B. No. 182, concerning board members,
   telephone and video conferencing. Mr. Bingham reported that there have been ten total re–
   appointments (four have not yet been appointed). Mr. Bingham also stated that appointments
   made after September 1, 2005 will be staggered (present appointments will not be affected). Mr.
   Bingham also reported that the ability to video or teleconference will go into effect at that time.

   After September 1st, tests will be run concerning the video conferencing in Austin and/or San Antonio. Bingham also stated that the Austin–San Antonio Intermunicipal Commuter Rail
   District Board will be one of the first groups in the State of Texas able to utilize video
   conferencing for regular board meetings.

8. Legislative Update:

   Mr. Milloy reported that the rail relocation fund passed and the State of Texas is considering how to assemble a $2 billion fund for such efforts.

9. VIII. Financial Report:

   Mr. Milloy provided the Board with the document entitled, “Reconciliation Detail: Checking
   Account, Period Ending 05/31/05″ for review and reference.

10. Other Business:

    There were no other items of business brought before the Board.

11. Public Comment:

    Wilda Won acknowledged the contribution of Ed Kasparik, who passed away this week in
    California, who was a big supporter of this project and of all transportation projects in Texas. The Board acknowledged Mr. Kasparik’s contributions.

12. Adjourn:

    There being no further items of business brought before the Board, Chairman Covington
    adjourned the meeting at 12:16 p.m.

Board Meeting
Friday, May 6, 2005
10:00 a.m.
AACOG Conference Room
8700 Tesoro
San Antonio, Texas 78217

1. Call to Order

   Chairman Covington thanked the Board and the audience for attending the May 6th, 2005 meeting of the Austin-San Antonio Intermunicipal Commuter Rail District Board meeting.

   Chairman Covington also welcomed and thanked Dennis Newjahr of PBS&J, who is the new Program Manager for this project, for attending the meeting.

   Notice was duly posted and a Board meeting of the Austin-San Antonio Intermunicipal Commuter Rail District board was held on Friday, May 6, 2005. Chairman Wells called the meeting to order at approximately 10:15 a.m.

   Participants:

   • Sid Covington, Chairman
   • Tommy Adkisson
   • Mariano Camarillo
   • Gerald Daugherty
   • Fred Harless
   • Dave Marsh
   • Al Notzon
   • Daryl Slusher
   • Tim Tuggey
   • Tullos Wells

   Other participants included Ross Milloy and Bill Bingham.

2. Chairman and Member Comments

   Chairman Covington reported that although the June meeting was supposed to be an Executive Committee meeting, he believes that in order to meet an August submittal for federal funding, the June meeting should be a full Board meeting.

   Tim Tuggey encouraged the Board to attend the upcoming in-depth orientation sessions with the VIA Board.

3. Consider approval of March 4th Board Meeting Minutes

   Upon motion by Fred Harless and second by Tullos Wells, the Board unanimously approved the March 4, 2005 meeting minutes.

4. Committee Reports

   1. Program Management Oversight Committee

      Mr. Camarillo reported that each member was provided a copy of the minutes for the most recent PMOC meeting. In summary, members from each committee discussed project alternatives, received presentations by Tom Shelton and James Bennett, made recommendations to move forward on New Starts application, discussed next steps at length, and reviewed the 2004 Feasibility Study Update.

   2. Public Information Committee

      Mr. Marsh reported the PI Committee met on May 4th and received report from staff and consultants on the public meetings conducted. The Committee discussed analyzing what had been done right and what we might learn from the process. The conclusion was the meetings were successful.

      Chairman Covington encouraged the Board to review the summary provided by Mr. Marsh and the PI Committee.

      Mr. Marsh presented “Public Information Program for Alternative Analysis: Final Draft PI Report” to the Board. The presentation included the following information:

      Nine public meetings in March 2005 -

      • 03/03 in Buda/Kyle – 15-20 attended;
      • 03/05 in Austin – 15-20 attended;
      • 03/07 in Georgetown – 20-25 attended;
      • 03/08 in Round Rock – 25-30 attended;
      • 03/10 in Austin – 70-75 attended;
      • 03/12 in San Antonio – 50-55 attended;
      • 03/21 in San Marcos – 50-55 attended;
      • 03/22 in New Braunfels - 45-50 attended; and
      • 03/24 in San Antonio – 70-75 attended.

      Public Comments: Common Themes

      • Over 3200 comments received;
      • Commuter rail a good option;
      • Proposed station locations make sense, but want more stations;
      • More frequent service encouraged, especially during peak hours;
      • Need easy connections to other modes at destinations; and
      • Security & Safety at stations.

      Speakers Bureau

      • Meeting notification and speakers bureau generated lots of interest

        • 7 radio interviews;
        • 4 TV interviews;
        • 25 newspaper interviews; and
        • 8 presentations/briefings to stakeholder groups.

      Requested Action

      • PI Committee requests that Board accept PI Report as one of several documents to be submitted to FTA as part of Rail District’s New Starts application.

5. Consider acceptance of report on public outreach effort and March 2005 public meetings:

   Mr. Marsh moved for acceptance of the PI Committee’s Involvement Report and Mr. Wells seconded the motion. After a brief discussion, the Board accepted the PI Committee’s Involvement Report.

6. Consider progress report on Alternative Analysis and FTA New Starts submittal:

   Tom Shelton presented “Austin-San Antonio Commuter Rail Project - Alternative Analysis Progress Report.”

   The presentation included information as follows:

   Agenda

   • Federal Transit Administration (FTA) New Starts Process
     • Three Tier Process
       • Complete the Alternative Analysis Process;
       • Complete PE ; and
       • Complete Final Design.
     • Resolution of Study Assumptions
     • Funding
       • Dedicated local source;
       • Capital costs – regardless of the amount;
       • Operating costs – regardless of the amount; and
       • UP relocation completed in 2010 – TxDOT Funded.
   • Discuss Alternatives to be evaluated
   • Project Schedule
   • Next Steps
     • With Confirmation of Items discussed
       • P&PE and PMT proceed with evaluating baseline and build alternative options;
       • Produce Financial Plan;
       • Estimate ridership potential for build alternatives;
       • Estimate cost effectiveness for LPA Alts.; and
       • Prepare for next board and committee meetings.

   Upon request by Chairman Covington, Dennis Newjahr augmented Mr. Shelton’s presentation by discussing with the Board the issue of Eastern/Western alignment in San Antonio. Mr. Newjahr stated that just because the decision was made in 2004 to move forward with the Western alignment, it does not mean the East Side is excluded from being part of the system. Ridership information would lead us to where stations would be located. Even if a location for a local preferred alternative is selected at this time, does not mean that we cannot add additional station locations in the future. The consultants will continue to look at the East side. There is a need to go back to the community and find out where they want the stations to be located. There also needs to be a bus-rail link. He stated that the East side alignment is not dead – we are still looking at it. This is just the beginning, not the end, and other adjustments will need to be made along the way. Things will change.

   A lengthy discussion of the Board ensued.

7. Consider approval of contract amendment to Planning and Preliminary Engineering contract:

   Alison Schulze discussed the parameters of the proposed amendment to the Planning and Preliminary Engineering contract. Ms. Schulze advised that the amendment would extend the economic forecast through 2030 (instead of 2015).

   Upon motion by Mr. Marsh for approval of the contract amendment to the Planning and Preliminary Engineering contract, and second by Mr. Wells, the Board unanimously approved the contract amendment to the Planning and Preliminary Engineering contract.

8. Consider acceptance of 2004 Feasibility Study Update:

   Dennis Newjahr presented to the board “Austin-San Antonio Commuter Rail Project 2004 Feasibility Report Update.” The presentation included the following information:

   Agenda

   • Purpose of Updating the Study
   • Foundation for alternatives analysis; and
   • Population changes:
     • 5 counties (Williamson, Travis, Hays, Comal and Bexar):
       • 2005 – 3.1 million;
       • 2030 – 5.2 million; and
       • 69% increase in the population.
   • Service Plan
     • Initial Service Plan
       • Capital costs - $394 million;
       • O&M costs - $28 million annually;
       • Service – 6:00 a.m. to 10:00 p.m.;
       • 60 minute headways – peak hours;
       • 90 minute headways – off peak periods; and
       • 6 train sets – one spare set.
     • Full Service Plan
       • Capital costs - $608 million;
       • Full double track and crossover track;
       • O&M costs - $41 million annually;
       • Service – 6:00 a.m. to 10:00 p.m.;
       • 30 minute headways – peak periods;
       • 45 minute headways – off peak periods; and
       • 11 train sets – one spare set.
     • Ridership
       • Using existing demographic data:
         • Optimistic outlook;
         • Population growth;
         • Transit Oriented Development;
         • Initial Service Plan – 1.4 – 5.0 million annually; and
         • Full Service Plan – 2.0 – 8.0 million annually.
     • Key Findings
     • Operational Overview
       • 110 Mile corridor;
       • 14 stations;
       • Maximum running speed
         • 79 MPH;
         • 45 MPH – city limits; and
         • Restricted speed zones.
       • Travel Time
         • 90 minutes – express service CBD to CBD with stops at San Marcos and New Braunfels;
         • 105 minutes – CBD to CBD;
         • 142 minutes – Georgetown – San Antonio; and
         • 193 Grade Crossings.
     • Third Party Review
       • Texas Transportation Institute (TTI) Review; and
       • Outcome.

   Upon completion of Mr. Newjahr’s presentation, a lengthy discussion by the Board ensued.

   Upon motion by Mr. Slusher for acceptance of the 2004 Feasibility Study Update, and second by Mr. Marsh, the Board approved the motion for acceptance of the 2004 Feasibility Study Update with Mr. Daugherty and Mr. Notzon voting against the motion.

9. Report on Status of Appointments to the Board and Administration of Oath of Office to Any Newly Appointed Board Members:

   Bill Bingham advised that the following appointments to the Board had been received, to date:

   Austin City Council re-appointed Sid Covington and Daryl Slusher. Mr. Bingham reminded the Board that all members continue to serve until they are replaced by their respective parties.

10. Legislative Update

    Mr. Milloy reported that the Bill concerning the amendment/extension of the ASAICRD Board terms was supposed to be heard today, but due to the death of a Member of the House, it was postponed. Mr. Milloy will report back to the Board once the Bill has been heard.

    Mr. Milloy reported on federal legislation. As the Senate considers funding and amendments during the week of May 9, it is imperative that the bill be passed quickly by the Senate since the current TEA 21 extension – the sixth! – expires May 31. After the Senate passes its bill, a conference committee must work out the many difference between House and Senate reauthorization bills.

11. Financial Report

    Mr. Milloy provided the Board with documents concerning the following financial information:

    • “2005 First Quarter Statement of Income and Billable Expenses”;
    • “2004-2005 Fiscal Year Budget: October 2004 through September 2005″; and
    • “Reconciliation Detail: Checking Account, Period Ending 04/30/2005.”

12. Other Business

    At the suggestion of the Staff, Mr. Milloy attended a meeting with the FTA to review the new requirements they were developing at the time regarding New Starts. Mr. Milloy reported that the August 15, 2005 deadline is important. Mr. Milloy also stated that the process was very arduous (i.e., an example of a 40 year process time for another program). Mr. Milloy came away with more of a focus to find local funds.

    Chairman Covington reported that he is going to try to sit down with Mr. Bingham to go over the rules and make sure we don’t fall into any traps with committee assignments we have experienced in the past.

    Chairman Covington also wants to have a workshop for the Board and Staff prior to the summer, if possible. He also will discuss renewal of Corridor Council contract (September) and renewal of the PMT contract (December).

13. Public Comment

    There were no comments from the public.

14. Adjourn

    There being no further items of business brought before the Board, Chairman Covington adjourned the meeting at 12:19.

Board Meeting
Friday, March 4, 2005
10:00 a.m.
CAPCO Offices
2520 S. IH-53
Austin, Texas

Chairman and Member Comments

Chairman Wells thanked the Members of the committee and the audience for attending the meeting.

Chairman Wells briefly discussed the public meeting held at Hays High School in Buda, Texas, on the previous evening, March 4, 2005. Chairman Wells stated that it was a good session and he was happy that people are interested and excited about this project.

Call to Order

Notice was duly posted and a Board meeting of the Austin-San Antonio Intermunicipal Commuter Rail District board was held on Friday, March 4, 2005. Chairman Wells called the meeting to order at approximately 10:26 a.m.

Participants:

• Tullos Wells, Chairman
• Tommy Adkisson
• Mariano Camarillo
• Sid Covington
• Fred Harless
• Dave Marsh
• Al Notzon
• Carroll Schubert
• Daryl Slusher

Other participants included Ross Milloy and Bill Bingham. Joe Morris attended in Senator Wentworth’s absence.

Approval of Minutes

Upon motion by Fred Harless, and second by Dave Marsh, the Board unanimously approved the December 3, 2004 and January 14, 2005 meeting minutes.

Consider Ratification of Executive Committee Actions and Approval of Executive Committee Minutes for February 4, 2005

The Board discussed ratification of the Executive Committee’s Actions and Approval of the minutes for the February 4, 2005 meeting. After discussion, the Board unanimously approved the motion made by the Chairman of the Executive Committee that the minutes be approved.

Status Report on Trans-Texas Corridor (TTC-35), by Phillip Russell, Director, Texas Turnpike Authority Division, TxDOT

Phillip Russell, the Director of the Texas Turnpike Authority Division of the Texas Department of Transportation, provided an extensive status report on the Trans-Texas Corridor. During his report, Mr. Russell presented and discussed, “TTC-35: Comprehensive Development Agreement.” A copy of the presentation is provided separately to the Board.

Briefing on February 24th FTA Meeting

Steve Lowry discussed the meeting with the Federal Transit Administration on February 24, 2005 in Fort Worth, Texas. The meeting was held to discuss the following items:

• Overall project status;
• Results of Feasibility Study Update;
• Proposed Alternatives Analysis Process; and
• Alternatives Analysis Project Schedule and New Starts timeline.

Committee Reports

Program Management Oversight Committee (”PMOC”)

Committee Chairman, Mariano Camarillo, provided the Board with the meeting minutes for the meetings held February 2 and 17, 2005. Mr. Camarillo reported that the PMOC met to discuss Work Authorization #11, more fully described in the following section.

Consider Approval of Work Authorization #11, Travel Demand and Financial Analysis, Phase II

The Board was furnished a copy of and discussed “Attachment D: Work Authorization No. 11: Travel Demand and Financial Analysis, Phase II – Contract for Engineering Services D-1(11),” in the maximum amount payable of $478,000.00.

The Board was advised that the Staff was initially against this Work Authorization, but has determined that the District needs to move forward on Work Authorization No. 11 as soon as possible.

Work Authorization No. 11 includes:

• Travel Forecasting
• Work Performed to Date
• New Starts Requirement
• Financial Analysis
• Funding Strategy
• Develop Financial Plan
• FTA Submission Requirements
• Original Scope divided into support phases:
• Phase I – Feasibility Study Update
• Phase II – FTA New Starts Report
  Additional work necessary for the FTA New Starts application

Funds are available from the TxDot FTA funding to the District.

Mr. Marsh moved, second by Mr. Camarillo, and the Board unanimously approved Work Authorization No. 11.

Presentation on Draft 2004 Feasibility Study Update

Steve Lowry presented, and the Board was provided with a copy of, “Austin-San Antonio Intermunicipal Commuter Rail District: 2004 Feasibility Study Update, December 2004″. Mr. Lowry reported that the 2004 Feasibility Study Update had previously been submitted to the PMOC for review and was now being submitted to the full Board for comments. Mr. Lowry requested that the Board provide him with comments as quickly as possible and in no event later than 10 days prior to the next board meeting. Mr. Lowry stated that he would like to present the Feasibility Study Update for approval by the Board during the next regularly-scheduled meeting.

Report on March public meetings

Alison Schulze informed the Board of the following dates and times for the Public meetings:

• March 3rd; (Hays High School – Buda, Texas);
• March 5th; (Burger Center – Austin, Texas);
• March 7th; (9th Grade Campus – Georgetown, Texas);
• March 8th; (Stony Point 9th Grade Center – Round Rock, Texas);
• March 10th; (Town Lake Center – Austin, Texas);
• March 12th; (Brackenridge High School – San Antonio, Texas);
• March 21st; (San Marcos Activity Center – San Marcos, Texas);
• March 22nd; (New Braunfels High School – New Braunfels, Texas); and
• March 24th (Live Oak Civic Center – San Antonio, Texas).

Ms. Schulze stated that the public meetings are being held with the hope of increasing community involvement and support. Ms. Schulze discussed the first meeting, held in Buda, Texas, had a great turn-out — 32 attendees (16 staff and board members and 16 members from public).

Ms. Schulze also encouraged the Board to attend the meetings.

Legislative Update

Mr. Bingham reported that S.B. 182, having been passed by the Texas Senate, had been reported out of the House Transportation Committee without opposition and recommended to be placed on the local and consent calendar of the House for passage. It appears likely that the legislation will move forward to final passage. This legislation provides for alteration in the Board terms for members of the Rail District Board and provides the ability to have video and teleconference Board meetings. Thanks were expressed to Graham Keever of Senator Barrientos’ office and Joe Morris of Senator Wentworth’s office for assisting with this legislation.

Financial Report

Mr. Milloy provided the Board with the “Reconciliation Detail: Checking Account, Period Ending 02/28/2005″ for review and reference. Mr. Milloy also reported that the Quarterly Report will be distributed at the next meeting.

Other Business

Washington, D.C. trip with Austin Chamber of Commerce:

Mr. Covington, Mr. Milloy, and Mr. Slusher discussed the trip they recently made to Washington, D.C., along with John Langmore and the Austin Chamber of Commerce:

• Very pleased with the trip;
• The group had lunch with all four (4) delegations from the area on Thursday;
• The group had very positive meetings with Chairman Petri and Chairman Young, who were happy that the reauthorization bill had just passed in the House. They both said that it was not what they wanted, but it created a basis of something to work with;
• All in all, it was a good meeting - there is a very high level of awareness of our project, even into the staff levels;
• Our project was one of the priorities that the Chamber was out promoting and the Chamber is completely committed to our agenda;
• Senator Hutchinson said she was extremely excited about commuter rail from San Antonio to Austin;
• Appears as though we will have enough funding through some earmarks for next year.

San Antonio Bexar County MPO Advisory Committee:

Al Notzon discussed his meeting with VIA, TxDot, Mayor of San Antonio, MPO, City of San Antonio and others. The MPO is going to form a committee to give technical advice on commuter rail matters to the MPO. The Commuter Rail District will have a position on the committee and Mr. Notzon recommended that Alison Schulz be designated by the Chairman to sit on that committee.

Public Comment

Edward G. Polasek, AICP, Chief Long Range Planner for the City of Georgetown, introduced himself to the Board. Mr. Polasek stated that the Mayor of Georgetown has instructed him to start working with Dave Marsh and CARTS regarding determining a location for a potential station in Georgetown. Mr. Polasek also stated that Georgetown City Council approved the creation of a Trans-Corridor Committee during its February 22nd meeting.

There were no additional comments from the public.

Report on Status of Appointments to the Board and Administration of Oath of Office to Any Newly Appointed Board Members

To date, there have been six (6) re-appointments of the Board:

• Gonzalo Barrientos;
• Mariano Camarillo;
• Fred Harless;
• Timothy Tuggey.
• J. Tullos Wells; and
• Jeff Wentworth.

Consider Nomination and Election of Officers of the Board

Al Notzon nominated Sid Covington as new Chairman of the Board, and Tullos Wells as Vice President. Mr. Marsh seconded the motion. The Board unanimously approved the motion.

Chairman Covington assumed the chairmanship. A commemorative plaque was presented to the former Chairman in appreciation for his service with thanks from the Board members.

Adjourn

There being no further items of business brought before the Board, Chairman Covington adjourned the meeting at 11:45 a.m.

Executive Committee Meeting
Friday, February 4, 2005
10:00 a.m.
AACOG Conference Room
8700 Tesoro
San Antonio, Texas

I. Chairman and Member Comments:

Sid Covington, Vice Chair, presided since Chairman Wells was unable to attend. Vice Chair Covington thanked the Committee and the audience for attending the first meeting of the Executive Committee.

Bill Bingham briefly described the duties and powers of the Executive Committee.

II. Call to Order:

Notice was duly posted and an Executive Committee meeting of the Austin-San Antonio Intermunicipal Commuter Rail District board was held on February 4, 2005. Vice Chair Covington called the meeting to order at approximately 10:21 a.m.

Participants:

• Tommy Adkisson
• Mariano Camarillo
• Sid Covington
• Fred Harless
• Al Notzon
• Carroll Schubert
• Daryl Slusher

Tullos Wells was unable to attend. Other participants included Ross Milloy and Bill Bingham.

III. Approval of Minutes of December 3rd Meeting:

The Committee discussed the matter of whether the full Board should vote on approval of the meeting minutes of both the full board and the Executive Committee and ratify the Executive Committee actions.

Upon motion by Al Notzon, and second by Daryl Slusher, the Committee unanimously approved the motion to submit Executive Committee minutes for consideration and approval by the Board and request ratification of Executive Committee actions by the Board.

IV. Committee Reports:

A. Finance Committee:

Mariano Camarillo discussed the Finance Committee meeting held on Wednesday, February 2, 2005. Draft minutes from said meeting were included in the Executive Committee agenda packets.

Steve Lowry presented “Financing Regional Commuter Rail: Funding Strategies Workshop.” Items discussed during the presentation included:

• Funding Plan;
• Recent Commuter Rail Funding Experience;
• Potential Funding Sources;
• Cash Flow Timing;
• Local Tax Structure and Yield;
• Funding Scenarios;
• Key Questions to Resolve;
• Next Steps; and
• FTA’s Project Justification.

An extensive discussion ensued.

B. Program Management Oversight Committee:

Camarillo reported that the Project Management Oversight Committee also met on February 2, 2005. The Project Management Team presented the final draft of the 2004 Feasibility Study Update for the Committee’s review and requested comments by February 17. Camarillo also reported that Work Authorization 11 relating to Phase 2 travel demand and financial analysis had been crafted, but the Committee deferred action. Camarillo stated that the Project Management Team and Ross Milloy were scheduled to meet immediately following the Executive Committee meeting to further discuss the work authorization. A brief discussion ensued. No formal action was taken.

Lowry presented options for “Multiple Phase Development,” which included:

• Express Service Option;
• Express Service Features; and
• FTA New Starts Process.

C. Public Involvement Committee:

Alison Schulze reported that the Public Involvement Committee had not met since the last Committee and Board meetings on January 14, but much work has been going on. Schulze reported that 9 public meetings will be held in March. Schulze stated that meetings will be held in communities where there are proposed stations and as soon as the schedule was finalized, she would distribute the schedule to the Board and post them on the website (8 of the 9 meetings have been confirmed).

Schulze also advised that all of the public meetings will be posted and that no formal action will be taken at the meetings, even if a Board quorum is present.

D. Freight Rail Relations Committee:

Covington reported that the Freight Rail Relations Committee has not met. Covington stated that the Committee is waiting until Cintra and TxDOT have contracts finished pursuant to Commissioner Nichols’ request (should be around March).

V. Report on Status of Appointments to the Board:

Bill Bingham stated that he had received four (4) formal notifications concerning reappointments of Members to the Board: Fred Harless, Cap Metro; Mariano Camarillo and Tullos Wells, Texas Transportation Commission; and Senator Wentworth, San Antonio-Bexar County Metropolitan Planning Organization.

Covington added that Senator Gonzalo Barrientos was reappointed by CAMPO.

VI. Legislative Update:

Ross Milloy provided a legislative update to the Committee. Milloy reported that another funding request has been made to Congressman Lamar Smith for approximately $350,000,000.

Milloy also reported that a request for a transit project earmark to be included in the TEA 21 reauthorization bill has been sent to Congressman Cuellar, well ahead of the February 28 deadline. Milloy noted that Senator Hutchinson has been asked to earmark $5,000.000 for the rail project.

VII. Financial Reports:

Milloy reported that all committed partners have submitted funds. Milloy provided the Committee with a report: “Reconciliation Detail: Checking Account, Period Ending 01/31/2005.”

VIII. Other Business:

Camarillo discussed his attendance at the January 27 Texas Transportation Commission meeting in Houston, Texas. Camarillo was asked by Commission Chair Ric Williamson to give a brief report on the Rail District project, which he did.

Milloy discussed the status of hiring senior administrative personnel for the District.

Alison Schulze and Catherine Robinson presented a cake on behalf of the Program Management Team in honor of the second anniversary of the Austin-San Antonio Intermunicipal Commuter Rail District Board. The cake was accepted and enjoyed by all.

IX. Public Comment:

There were no comments from the public.

X. Adjourn:

There being no further items of business brought before the Committee, Vice Chair Covington adjourned the meeting at 11:10 a.m.

Board Meeting
Friday, January 14, 2005
10:00 a.m.
Activity Center
501 E. Hopkins
San Marcos, Texas 78666

I. Chairman and Member Comments

Chairman Wells thanked the Board, as well as the audience, for attending the meeting and wished everyone a happy new year.

II. Call to Order

Notice was duly posted and a meeting of the Austin-San Antonio Intermunicipal Commuter Rail District board began at 10:24 a.m. on January 14, 2005. However, Chairman Wells passed on calling the meeting to order because a quorum was not present.

Participants:

• Tullos Wells (Chairman)
• Tommy Adkisson
• Mariano Camarillo
• Sid Covington
• Fred Harless
• Al Notzon
• Daryl Slusher

Sam Barshop, Gonzalo Barrientos, Gerald Daugherty, Dave Marsh, Carroll Schubert, Tim Tuggey, and Jeff Wentworth were unable to attend. Other participants included Ross Milloy and Bill Bingham. Joe Morris attended in Senator Wentworth’s absence.

III. Approval of Minutes of December 3rd Meeting

Chairman Wells passed on requesting approval of the minutes of the December, 2004 meeting because a quorum was not present.

IV. Update on Board Member Appointments

Chairman Wells provided a brief update on Board Member appointments. Chairman Wells advised:

• Appointments are due in February by the Appointing Entities of the Members of the District; and
• Chairman Wells has confirmed with the Mayor of San Antonio that the City of San Antonio will have their re-appointment of Carroll Schubert out shortly;

Bill Bingham added the following comments:

• Capital Metro provided correspondence re-appointing their current appointee;
• VIA provided correspondence advising that whoever is elected as their Chairman will also serve as their appointee to the ASAICRD Board;
• Travis County has indicated that the appointment of their two members is on the agenda for this month;
• TXDOT has also indicated that they have scheduled the reappointment of their two appointees for their January 27, 2005 meeting;

Bingham also informed the Board that he has received, and will file with the Board Minutes, the Oath of Office and Statement of Elected/Appointed Officer of Tim Tuggey, whose first meeting was in December, 2004.

V. Adoption of District’s Document Control Plan

Chairman Wells passed on the discussion of the adoption of the District’s Document Control Plan because a quorum was not present.

VI. Status of Update to 1999 Commuter Rail Feasibility Study

Chairman Wells relinquished the meeting to Steve Lowry, who discussed the status of the update to the 1999 Commuter Rail Feasibility Study.

Lowry presented “Board of Directors Meeting: January 14, 2005 – Feasibility Study Update Report”, which included the following Key Issues:

• Intercity Travel Time:
  • By highway; and
  • By train.
• System Plans:
  • Full system plan; and
  • Initial system plan.
• Funding Options:
  • Multi-year financial model developed;
  • Uses of funds – Capital and Operating;
  • Variety of funding sources identified; and
  • Explore funding availability, reliability, and timing with the Board members.

An extended discussion ensued.

VII. Discussion of Local Funding Options for Commuter Rail Capital and O&M Costs

The Board members were provided a copy of a document entitled “Chapter 14. Financial Analysis” (DRAFT 7-Jan-05) for review and reference. The document included:

• Introduction;
• Financial Analysis Methodology
• Project Costs and Revenues;
  • Figure 1: Financial Planning Process (Interim Year Cost and Revenue Projections);
• Sources of Funding;
• Major Sources of Data;
• Financial Planning Process; and
  • Figure 2: Financial Plan Components
• Financial Analysis Model;
  • Figure 3: Financial Analysis Model Structure and Interactions.

A lengthy discussion ensued.

VIII. Status of Planning & Preliminary Engineering Work

Steve Lowry provided a brief presentation in the Project Manager’s absence (he is working on a very aggressive schedule). Lowry advised as follows:

• Kicked-off in November, 2004;
• Activities Report was provided to the Board;
• Program Management Team is working very closely with Project Manager on several deliverables integral to the New Starts Application; and
• Regularly scheduled staff meetings are conducted every Monday at 1:30 p.m. to ensure that the work towards the New Start Application remain coordinated.

IX. Legislative Update

Ross Milloy shared two items with the Board:

• The legislation that changes the terms of the Board to staggered terms (Senate Bill 182) has been drafted and filed. Milloy thanked Joe Morris and Graham Keever for effectuating this filing. The legislation has not yet been approved, has been submitted; and
• Milloy received a call from Congressman Lamar Smith’s office confirming that the committee requests for TEA 21 reauthorization has gone and they would like some sense of what we are requesting by the 2nd of February. Milloy stated that he has contacted our people in Washington, D.C., and will huddle with Steve Lowry and others in order to come up with a number. Milloy believes that we will be asking for the same thing we have previously asked for - full funding authority (up to $350 million).

X. Financial Report

Ross Milloy provided the Board with a copy of “Reconciliation Detail: Checking Account, Period Ending 01/14/2004,” for review and reference.

Milloy also confirmed that the City of San Antonio and the City of Austin have not made payment yet, but all other entities have. There has been a bookkeeping problem with the City of San Antonio, but the problem has been resolved and the check should be received shortly.

XI. Other Business

Chairman Wells turned the meeting over to Alison Schultz to discuss the Public Involvement Committee meeting prior to the Board meeting.

Schultz provided the following information:

• The website www.asarail.org is a PRIORITY for the District, as well as the Program Management Team;
• In December the website was updated (through December);
• Process is in place for an on-going website maintenance plan (schedule for monthly, annual and miscellaneous updates);
• A new feature that has been added is a link to meeting agendas;
• The plan is to use the website as a forum to inform the public (i.e., alternative analysis, announce important meetings; include major and important applications (in both English and Spanish), as well as provide means for public comment;
• The website will help obtain access to people we would not otherwise have access to;
• Series of public meetings set to begin in March;
• The plan is to identify strategic partners and have Sid Covington speak to those prospective partners; and
• Creation of Technical Advisory Board.

Chairman Wells then briefly discussed the PI Committee’s discussion concerning the possibility of creating an Inter-agency Advisory Committee.

Tommy Adkisson suggested sending out a one-page summary of “where we are” to each of the entities to keep them informed. Adkisson wants the Board to be very proactive, even scheduling time on the various County Commissioner Court’s agendas/meetings.

XII. Public Comment

Lori Anderson, with the City of San Marcos, addressed the Board regarding the current vacant position on the Board. Anderson stated that San Marcos is interested in filling the position and wanted to know what the process was in order to make this happen. Chairman Wells stated that during the February meeting, recommendations would be considered from the communities in the mid-corridor area to fill the vacant position.

XIII. Discussion of Employment of Project Administrator and Report by Board Screening Committee

Chairman Wells passed on the discussion of employment of a Project Administrator and Report by Board Screening Committee because a quorum was not present.

XIV. Adjourn

There being no quorum present, as well as no further items of business brought before the Board, the meeting concluded at 11:45 a.m.

Board Meeting

Friday, December 3, 2004

10:00 a.m. - 11:30 a.m.

San Marcos Activity Center

501 E. Hopkins

San Marcos, Texas 78666

I. Chairman and Member Comments

Chairman Wells thanked the Board and the audience for attending the meeting;

Chairman Wells reminded the Board that a notice has gone out to all of the appointing entities to either (1) re-confirm or (2) re-suggest appointment or (3) make nominations with respect to the Board; and

Chairman Wells thanked Tim Tuggey for his participation and welcomed him to the Board. Mr. Tuggey acknowledged his excitement to be on the Board and a part of this project.

II. Call to Order

Notice was duly posted and a meeting of the Austin-San Antonio Intermunicipal Commuter Rail District Board was held on December 3, 2004. Chairman Wells called the meeting to order at approximately 10:10 a.m.

Participants:

• Tullos Wells (Chairman)
• Tommy Adkisson
• Gonzalo Barrientos
• Mariano Camarillo
• Sid Covington
• Gerald Daugherty
• Fred Harless
• Dave Marsh
• Al Notzon
• Carroll Schubert
• Daryl Slusher
• Tim Tuggey

Sam Barshop and Jeff Wentworth were unable to attend. Other participants included Ross Milloy and Bill Bingham. Joe Morris attended in Senator Wentworth’s absence.

III. Approval of Minutes of November 5th Meeting

Upon motion and second by Al Notzon and Gerald Daugherty, the Board unanimously approved the November 5, 2004 meeting minutes.

IV. Report on UP Relocation Task Force Meeting (November 30th)

Sid Covington reported to the Board that he attended the UP Relocation Task Force Meeting held on November 30, 2004 in Chairman Wells’ absence. Mr. Covington stated that attendees included: Commissioner Nichols, Chairman Krusee, Judge Wolff (Bexar County), Chris Hecklin (Governor’s Office), TxDOT representatives, Jack Erskine (representing Lee Walker). Judge Wolff discussed his visit with Jim Young of Union Pacific. Judge Wolff was - complimentary of Jim Young, who is very concerned with safety issues in San Antonio. Mr. Covington advised that a big part of the discussion came from Amado Saenz, who discussed the status of the Union Pacific Relocation Study. Saenz said they have determined the southern part of HWY 130, Sections 5 and 6, will accommodate rail. Accordingly, they will be issuing a notice to proceed with Sections 5 and 6 around the beginning of the year. They will begin to study a southern loop around the Bexar County/Wilson County and south side of San Antonio area, but Mr. Covington has no idea about timeframe of when this study will be complete.

V. Appointment of Executive Committee – Discussion and Action

Mr. Covington reported that the following members had volunteered to serve on the Executive Committee:

• Al Notzon and Councilman Carroll Schubert to represent the Southern portion; and
• Councilman Daryl Slusher and Mariano Camarillo to represent the Northern portion.

Upon motion by Mr. Covington and second by Dave Marsh, the Board unanimously approved the motion to elect Al Notzon, Councilman Schubert, Councilman Slusher and Mariano Camarillo to the Executive Committee to join Chairman Wells and Vice-Chair Covington.

VI. Legislative Update

Ross Milloy reported that recommendations have been provided to Senator Barrientos’ and Senator Wentworth’s offices concerning changing/staggering the terms of the Board. Milloy stated that Legislative Council is currently reviewing those recommendations.

VII. Feasibility Study Update

Steve Lowry discussed the feasibility study update. Lowry reported that feasibility study is coming to its conclusion. The critical path effort was the development of the ridership model. In this case, the two MPOs were brought together, along with TxDOT, to develop a model for the entire inner-city corridor. This methodology was vetted back to TxDOT and the MPO and there was a closure meeting on the 10th of November, 2004. Sensitivity tests are now being run to (1) minimize capital costs for additional sites for the “meets and greets” and (2) maximize ridership by looking more carefully at the location of the transit stations. This process should be completed within the next 30 days and will be presented to the Board during the January, 2005 meeting.

A brief discussion ensued.

VIII. Approval of revisions to Carter-Burgess Planning and Preliminary Engineering Contract

Bill Bingham discussed the revisions to the Carter-Burgess Planning and Preliminary Engineering Contract. Bingham reported that the Board approved this contract at the previous meeting, subject to the approval by TxDOT. Bingham stated that the contract was submitted to TxDOT and after a few revisions were made, TxDOT approved the contract.

Mr. Covington moved, and Senator Barrientos seconded, approval of the revised Carter-Burgess and Preliminary Contract as approved by TxDOT and presented by Bill Bingham.

After a brief discussion ensued, the Board passed the motion to approve the Carter-Burgess Planning and Preliminary Contract, with Commissioner Daugherty voting no.

IX. Document Control Plan – Draft submittal for Board review and comment

Lowry reported on the draft of the Document Control Plan. There are two components to the plan: (1) Document Control Plan itself; and (2) Appendix (User Guide to the web-based document control access archive system. This assignment was given to Program Management Team under Work Authorization #8 for document control. A HUB qualified firm, ATSER, is driving this effort.

Lowry requested that the Board and staff access and review the website in order to provide comments to Lowry and/or ATSER over the next thirty (30) days.

X. PMT Contract Cost Cap – Discussion with Possible Action

A. Public Involvement Work Authorization (WA#9)

Mr. Covington discussed Work Authorization #9, concerning two caps on the amounts that can be paid to the Program Management Team under that contract. The caps were in the contract to limit the amount of work that the Program Management Team could do, versus what would go to other sub-contractors. The caps also limited the amount of management overhead. Mr. Covington discussed the need to modify the caps.

A brief discussion ensued. Mr. Covington reported that Work Authorization #9 has been passed, but cannot be funded at this time until the caps are amended.

B. Freight Rail Relations – Work Authorization Supplement (WA#3)

Mr. Covington also discussed that, as part of the Freight Rail Relations process that were put under Work Authorization #3, recommendations to add time for Bill Bingham and John Langmore to monitor and provide assistance to the working task forces.

Mr. Covington reported that Work Authorization Supplement #3 has been passed, but also cannot be funded at this time until the caps are amended.

C. Ridership Modeling – Phase II required for New Starts Application

Mr. Covington stated that the third element that has changed since the original Scope of Work for the Program Management Team includes a need for a more extensive ridership and financial modeling for the new starts application than what was previously done, which was a short-term update for the feasibility study. There will be recommendations for additional Work Authorizations in this area.

D. Financial Modeling – Phase II – Scope will be determined when initial phase is complete

Mr. Covington reported that Board has developed an estimate of the Program Management Cost for the PMPE Contract. Mr. Covington stated that he understands the Board’s intention to be that when the Board hires the District Project Administrator, that person will be responsible for providing oversight for that contract. Since this position has not been filled, Mr. Covington advised that the Program Management Team has been asked to perform this task until this is employee is hired.

Mr. Covington advised that in order to perform any of these activities, the cap must be increased. Mr. Covington reported that extensive discussions have been on-going during this process. Mr. Covington discussed “Third Draft - Supplement #3 to the ASAICRD-1 Contract,” which increases the caps or maximum aggregate amount payable total by $745,000.00 to $2,045,000.00 with Program Management limited to $1,609,928.00.

Mr. Covington moved, and Councilman Slusher seconded, approval of Work Authorization Supplement #3. After a brief discussion, the Board unanimously passed the motion.

XI. Other Business

Commissioner Daugherty suggested that Chairman Wells extend a personal invitation to Union Pacific to attend all future Board meetings.

Mr. Covington discussed the status of a search for a Project Administrator. Mr. Covington reported that position was posted and applications were due November 15, 2004. Mr. Covington also reported that numerous applications were submitted. Mr. Covington volunteered to be on the committee to review the resumes/applications and meet with applicants and stated that he would welcome any help. Mr. Camarillo and Mr. Notzon agreed to help Mr. Covington in this regard. Chairman Wells appointed these three members to the committee.

Milloy discussed the final item in the Board materials — Texas Transportation Commission transcript in which TxDOT lays out their legislative agenda. One of TxDOT’s legislative items is trying to establish a $200 million a year fund to be used to fund a bond program of $2 billion for rail relocations across the state. Milloy stated that this could impact the Board’s efforts and wanted the Board to be aware of it.

XII. Financial Report

Ross Milloy provided the Board with the following financial documents:

• “Reconciliation Detail: Checking Account, Period Ending 11/30/04”; and
• Austin-San Antonio Intermunicipal Commuter Rail District: Program Management Consultant Team Work Authorization Financial Summary.

XIII. Public Comment

Greg Kiloh, staff, City of Austin Transit Oriented Development Coordinator Spoke to the Board. Kiloh stated that he and Austan Librach, who was unable to attend the meeting, are now located in the Economic Growth and Redevelopment Services offices for the express purpose of working on transit projects. Kiloh stated that he wanted to introduce himself and hopefully coordinate with the Board’s studies going forward.

XIV. Adjourn

There being no further items of business brought before the Board, Chairman Wells adjourned the meeting at 11:18 a.m.

Board Meeting
November 5, 2004
11:00 a.m. – 1:00 p.m.
AACOG Offices Board Room
8700 Tesoro

San Antonio, Texas

I. Chairman and Member Comments:

Chairman Wells thanked the members and the audience for attending.

Chairman Wells commented on the recent elections involving transportation options in Austin and San Antonio, specifically mentioning Capital Metro’s referendum and the passage of the Advanced Transportation District in San Antonio. Chairman Wells stated that this has been a very active time for this Board and there had been significant energy expended on Rail District matters, especially by Sid Covington. He thanked Mr. Covington for being so involved and devoted, particularly during this past month.

Chairman Wells also thanked VIA and Capital Metro for the financial support they contributed to the District for the 2005 fiscal year.

II. Call to Order:

Notice was duly posted and a meeting of the Austin-San Antonio Intermunicipal Commuter Rail District Board was held on November 5, 2004. Chairman Wells called the meeting to order at approximately 11:12 a.m.

Participants:

• Tullos Wells (Chair)
• Gerald Daugherty
• Al Notzon
• Tommy Adkisson
• Fred Harless
• Carroll Schubert
• Mariano Camarillo
• Dave Marsh
• Daryl Slusher
• Sid Covington

Gonzalo Barrientos, Sam Barshop, Tim Tuggey and Jeff Wentworth were unable to attend. Other participants included Ross Milloy and Bill Bingham. Joe Morris attended in Senator Wentworth’s absence. Todd Hemingson attended in Tim Tuggey’s absence.

III. Approval of Minutes of October 1st Meeting:

The Members, upon a motion by Mr. Covington and second by Mr. Harless, unanimously approved the October 1, 2004 meeting minutes.

IV. Committee Reports:

A. Freight Rail Relations Committee (FRRC):

Sid Covington stated this committee held no meetings since the last Board meeting. Chairman Wells said he believes things are going well with TxDOT’s discussions with the Union Pacific Railroad.

B. Rules & Procedures Committee:

Al Notzon stated the Rules & Procedures Committee had met today, and referred to amendments to Section 3, Article 6550c-1, Transportation Code, Revised Statutes in Board packet. He stated that two recommendations were presented for 3-year or 2-year terms for Boardmembers, and that an Executive Committee be formed with an effort to balance representation for both the Northern and Southern sections of the region.

C. Program Management Oversight Committee (PMOC):

Mariano Camarillo stated that the PMOC met October 27th and again this morning at 9:00, a quorum was present (Camarillo, Wells, Covington and Notzon.) Mr. Camarillo stated that the PMOC discussion consisted of the P&PE Consulting Services Agreement along with the recommendation to accept the resignation of Carter & Burgess from the Program Management Team. A brief discussion ensued.

Mr. Camarillo then moved that the Board provide authorization to the PMOC to approve Work Authorization No. P&PE-1 – Planning and Preliminary Engineering Services: Phase 1 (the Carter Burgess contract) and that the amount of the first work authorization be capped at $50,000.00, pending completion of the contract. Mr. Harless seconded the motion. The Board unanimously approved the motion.

D. Public Information Committee (PIC):

Dave Marsh reported that the PIC met this morning at 8:30 and a quorum was present (Marsh, Covington, Schubert, and Wells). Mr. Marsh stated that the PI discussion focused on a work authorization for public involvement processes for the P&PE Contract. He thanked the committee members for their efforts in developing the Public Involvement work authorization. Steve Lowry introduced Heather McKissick, who will be joining the PMT Team as the Public Involvement Planner and Facilitator. Mr. Marsh also thanked the entire committee along with Al Notzon’s and Sid Covington’s help.

V. Presentation by Gene Skoropowski, Capitol Corridor Joint Powers:

Chairman Wells introduced Mr. Gene Skoropowski of the Capital Corridor Joint Powers. Mr. Skoropowski then gave his presentation entitled San Antonio Presentation 11-05-04, describing the activities of the Capital Corridor commuter rail service stretching 170 miles between San Jose and Auburn serving 16 stations in eight northern California counties. In his presentation, Mr. Skoropowski shared diagramed information on rider profiles. This rail line project is used by work or business (58%), leisure (31%), schools (5%), personal (4%), other (2%).

For the year 2003, the service level consists of 24 daily trains with ridership of 1,139,000 people. The 2003 Revenue totaled $12.8M. Following Mr. Skoropowski’s presentation, Daryl Slusher asked if their trains were all on existing tracks. Mr. Skoropowski confirmed that they are currently using existing tracks. He went on to recommend that if only a single track is currently available, then this Board might consider a double track. Councilmember Slusher asked for public reaction to traffic delays due to commuter rail. Mr. Skoropowski explained that in their project the gates are not down too long.

He also added that their average trip is over 70 miles and that this project is classified as ‘intercity’. He shared that the national average on a commuter rail trip is 22 miles. Councilmember Slusher asked about fare box recovery rates and Mr. Skoropowski said that their Cost to Revenue ratio is up to 40% now, and indicated that their goal was to achieve a fare box recovery rate of 50%.

Fred Harless asked about the Capital Corridor Joint Powers’ use of marketing and advertising on their trains. Mr. Skoropowski stated they did not currently utilize marketing or advertising on their trains, but are seeking select locations on board each train for select advertising. He insisted that the CCJP project does not intend to litter their trains up with advertising. Mr. Marsh asked for fare cost per mile. Mr. Skoropowski stated a one-way ticket which entails a 90 mile trip is $18.00. Mr. Skoropowski added that a ten-ride ticket brings it down to $8.00 per one-way trip and that the purchase of an unlimited monthly pass will average about $5-6 per trip.

He explained that it is scaled up for the longer distance trip. He added that the distance is based on niche market for short riders. Councilmember Schubert asked how riders in smaller cities and the metropolitan areas get to the station. Mr. Skoropowski explained that the lowest access by auto in the country was at 38%. He added that his project sees about 30% arrive on busses and that four dedicated bus routes are in operation as an extension to the railroad to take commuters to locations in which the tracks do not go. Chairman Wells thanked him for his presentation.

VI. Approve planning and preliminary engineering contract and Work Authorization No. 1:

Mr. Camarillo stated the PMO has met frequently regarding the P&PE contract. Mr. Covington presented the process relating to this contract. Mr. Camarillo stated the PMO recommends that the Board consider approval of the contract and WA#1 and approve a Notice to Proceed resolution. He then welcomed discussion and offered to answer any questions. Chairman Wells supported the PMOs efforts made, emphasizing key points including the fee cap. He also stated that all the elements of this contract are needed.

Mr. Notzon said the motion is the approval of the umbrella contract, WA#1, Notice to Proceed and cap amount is $1.2M. Commissioner Daugherty asked if it is wise to spend $1.2M prior to confirmation that UP is in agreement for allowing the use of their existing lines. He expressed serious concern about being willing to continue to spend these funds and made a point to commend Carter Burgess on the work they have invested in this project thus far. Chairman Wells responded that Commissioner Daugherty is a valuable part of this organization because he asks valid questions. He stated the reason to recommend spending this money is based on the need to ascertain the feasibility of operating commuter rail in the Austin-San Antonio Corridor.

He explained that this is preliminary engineering, and it needs to be done before going to UP to show them what the plan is. He referred to this situation as the ‘chicken and egg’. Mr. Wells said he believes it would be imprudent of this Board not to spend the money to keep this option alive. Mr. Covington concurred and stated he has been in previous meetings with UP and they have not said ‘no’, which is optimistic at this early stage. Mr. Covington added that all indications are that there will be a favorable response from UP and that he hoped the cost of their relocation becomes a state cost, not a District cost. He went on to comment that from dealing with FTA, using the UP line and relocating the freight off that line, this makes the best sense intuitively, but all alternatives must be reviewed before any final decision is made.

He referred to the 1999 study as a reference point and emphasized that there is a deadline of August 2005 for a Federal funding application and that if the work is not done in time, the District must wait another full year. He advised that it would not be prudent to have that delay and that he would like to have the facts that will come out of this work to take to the public. Mr. Covington stated that it is a lot of money, but necessary for really good answers. Mr. Harless added the purpose of the grant is to do just what is being done. He stated that the purpose of the Rail District was to analyze whether commuter rail was feasible and that’s what the District was given the authority and the funding to do.

Mr. Harless concurred with Commissioner Daugherty that it is a lot of money that requires constant monitoring and that this Board must continue to spend it properly. Bingham added that the P&PE contract has been seen and reviewed by TxDOT and that it is under final review, which will take a short period of time.

Mr. Marsh mentioned that the Board has been working on this project for seven months and all Board members have spent a lot of time getting to this point. He stated that everyone lives and works in this Corridor and has an interest in finding transportation solutions and that this Board is exercising due diligence in how these funds are spent. The resolution is passed with all members present voting for it with the exception of Daugherty who voted against.

VII. Discuss contract fee cap for Program Mgmt Team relative to future assignments:

Mr. Bingham referred to documents in the Board briefing packets regarding the contract fee cap for the Program Management Team. He said that the staff felt that there was a need to authorize additional work to be performed by the PMT that would lead to an increase in the cap (currently set at $1.3 million). Mr. Milloy said the staff had met with TxDOT and they had given their approval. Chairman Wells said that Mario Medina and Wilda Won of TxDOT have been helpful allies and that he appreciated the energy they have put into Rail District projects.

VIII. Discuss with possible action, Work Authorization for Public involvement component of Alternatives Analysis (WA#9):

Mr. Marsh explained that the PI Committee has been working on the Public Involvement component for the upcoming Alternatives Analysis study. He said that the committee reduced the original scope of work by 62%. Mr. Marsh complimented the PMO committee’s work on the authorization. A brief discussion ensued. A motion to approve the work authorization, subject to the Board approving an increase in the cap on the Project Manager’s Contract, was made by Mr. Camarillo. The WA#9 passed unanimously. Mr. Marsh mentioned that the Board and staff should organize documentation of all public involvement activities related to the project. Mr. Wells expressed appreciation to Mr. Covington for his relentless determination in getting information out to the general public about this project.

IX. Consideration and adoption of bylaws amendment regarding Executive Committee:

Mr. Notzon referred to the memo from Mr. Bingham concerning the bylaws amendment regarding the Executive Committee, which was provided in the Board packet. He explained that the committee met this morning and discussed the amendment to legislation. Mr. Notzon stated that the Rules & Procedures Committee recommends the changes and move to approve the changes of bylaw amendment regarding the Executive Committee effective immediately. Chairman Wells stated that any suggestions should go to Mr. Covington, who will shepherd this Executive Committee. Motion was made by Mr. Notzon and seconded by Mr. Covington. It unanimously passed

X. Resolution to set Board meetings every other month with Executive Committee meeting alternative months:

Mr. Notzon referred to the tentative schedule prepared for Executive Committee and Board meetings for 2005. He said that the schedule offered is to be used as a base schedule and that other meetings may be scheduled or rescheduled as is necessary. Mr. Notzon added that the decision by the Rules & Procedures Committee was to recommend informal meetings of the Executive Committee and embrace the schedule provided, using this as a method of procedures and that the schedule will be provided at the December meeting. Chairman Wells stated this schedule will be addressed at the next Board meeting.

XI.-XII. Instruct the Executive Director to notify appointing authorities that Board appointments end in February 2005 and recommended legislative action:

Chairman Wells instructed staff to notify the appointing authorities by mail with information regarding Board appointments which end in February 2005. Mr. Milloy agreed to oversee this task.

Mr. Notzon explained that the next item is recommending legislation regarding Board Terms and video-conferencing. He presented the two proposals made in Committee earlier, for a 2-year term and a 3-year term for each Board member. He added that the Rules & Procedures committee moves adoption as policy to move forward with the 3-year terms with the ability to meet at more than one location via video-conferencing, which should go into the spirit of the Open Meetings Act law, and not just the letter of the law, by providing more convenience and opportunity to the public to participate in these meetings by offering more than one location to convene in. Chairman Wells deferred to Mr. Bingham who said both would be submitted to Senate and they would put it in proper form. He also stated that this starts the process in stating the Board is interested in moving this forward. Mr. Covington commented that there were 2 board term alternatives presented; a 2-year term and a 3-year term. He stated that the decision of the Rules & Procedures committee was to go with 3-year terms. Mr. Harless asks how it would work for those who go off their original board. Mr. Bingham explained that currently, the creating statute states when an appointment is made, the member of the Rail Board is on this Board for two years. He stated that each Board member could continue to remain on this board, but the main appointing entity board (i.e., CapMetro) could ask for that appointee’s resignation or allow them to remain on the Rail Board. He added that the position belongs to the appointed authority moreso than the individual.

After a brief discussion, the motion was made by Mr. Notzon to approve the proposed legislation and it was unanimously approved by the Board. Chairman Wells stated he was very pleased with the Board’s activity.

XI. Other Business:

Chairman Wells deferred to Mr. Covington on the discussion of the P&PE Contract and the issue of Carter-Burgess being a part of the PMT contract originally and that they have formally withdrawn from the PBS&J team in order to accept the award of the P&PE contract. No other business came before the Board.

XII. Financial Report:

Mr. Milloy provided the Board with the Reconciliation Detail – Checking Account, Period Ending 10/31/2004 for review and reference.

XIII. Public Comment:

Clif Davis representing Carter-Burgess thanked the Board and staff for the opportunity to serve with the PMT and to move forward with the project and thanked them for the vote of faith in their organization. Mr. Wells expressed appreciation on Carter-Burgess’ participation.

XIV. Adjourn:

There being no further items of business brought before the Board, Chairman Wells adjourned the meeting at 1:15 p.m.

Board Meeting
October 1, 2004

11:00 a.m. – 1:00 p.m.

CAPCO Offices Board Room

2520 S. IH-35

Austin, Texas 78704

I. Chairman and Member Comments:

Chairman Wells thanked the members and the audience for attending.

Chairman Wells discussed the SAMCO Transportation Summit held on Wednesday, September 29, 2004 in San Antonio, Texas. Chairman Wells noted that the meeting was a good session, well attended.

Chairman Wells also thanked CAP METRO for the financial support they provide to the Board for the 2005 fiscal year.

Chairman Wells discussed an article that ran in the September 30th, 2004 San Antonio Express News concerning Union Pacific. Chairman Wells reminded the Board that Union Pacific is our partner, for better or worse, but the actions of the Board are not necessarily proscribed by what Union Pacific does or does not do.

Al Notzon stated that he was very pleased that Senator Hutchison’s bill regarding the Camino Real de los Tejas passed in both the House and Senate and is now on its way to the President.

Chairman Wells noted that the Democratic Nominee, Henry Cuellar, has been very gracious with his time and support concerning the Board’s mission.

II. Call to Order:

Notice was duly posted and a meeting of the Austin-San Antonio Intermunicipal Commuter Rail District Board was held on October 1, 2004. Chairman Wells called the meeting to order at approximately 11:23 a.m.

Participants:

• Gonzalo Barrientos
• Al Notzon
• Mariano Camarillo
• Carroll Schubert
• Sid Covington
• Daryl Slusher
• Fred Harless
• Tullos Wells

Tommy Adkisson, Sam Barshop, Gerald Daugherty, Dave Marsh, Timothy Tuggey and Jeff Wentworth were unable to attend. Other participants included Ross Milloy and Bill Bingham. Joe Morris attended in Senator Wentworth’s absence.

III. Approval of Minutes of August 6th Meeting:

The Members, upon a motion by Al Notzon and second by Sid Covington, unanimously approved the August 6th, 2004 meeting minutes.

IV. Committee Reports:

A. Freight Rail Relations Committee (FRRC):

Sid Covington stated that FRRC and TXDOT continues to work with Union Pacific. Mr. Covington noted that the report regarding the efforts of FRRC and TXDOT should available by the end of the month. Mr. Covington also stated that Mr. Phil Russell spoke, at great length, at the SAMCO meeting about the status of State Highway 130. At the SAMCO meeting, Mr. Russell also discussed the efforts to make the lower segments of the highway “rail friendly”.

B. Program Management Oversight Committee (PMOC):

Mariano Camarillo stated that the PMOC met this morning at 9:30, a quorum was present (Camarillo, Wells, Covington- and Notzon.) Mr. Camarillo stated that the PMOC discussion centered around document control services, which was previously presented to the Board. The Board asked PBS&J to prepare a work authorization concerning same. At the recommendation of Al Notzon, PSB&J was asked to look “reverse auction” services provided by a company located in San Antonio that Mr. Notzon had previously done business with. The report received from PBS&J determined that ATSER (a sub-contractor of PSB&J) was actually the best price. PBS&J recommended that ATSER be approved to provide document control services. Camarillo stated that it is the PMOC’s recommendation to approve Work Authorization #8, which will be discussed later in the meeting.

Mr. Camarillo also discussed “Attachment D – Work Authorization No. P&PE-1 – Planning & Preliminary Engineering Services: Phase 1, Alternatives Analysis and Conceptual Engineering – Contract for Engineering Services D-1 (P&PE-1).” Mr. Camarillo stated that the PMOC seeks two things: (1) approval to authorize Carter Burgess to begin work; and (2) authorization of up to $50,000 for the work performed by Carter Burgess.

A brief discussion ensued.

Mr. Camarillo then moved that the Board provide authorization to the PMOC to approve Attachment D – Work Authorization No. P&PE-1 – Planning and Preliminary Engineering Services: Phase 1 (the Carter Burgess contract) and that the amount of this work authorization be capped at $50,000.00.

The PMOC would recommend the P&PE contract to the Board and the Board would have before it the approval of the P&PE contract and ratification of work authorization No. P&PE-1. Mr. Covington seconded the motion. The Board unanimously approved the motion.

C. Public Information Committee (PIC):

Dave Marsh was unable to attend the meeting; however, Chairman Wells stated that we are in a holding pattern until some of the election process is over in November.

V. Discussion and Possible Action on the Creation of an Executive Committee of the Board:

Bill Bingham prepared a proposal on appointing an Executive Committee and what duties and functions that Executive Committee might fulfill. Mr. Bingham stated that the Executive Committee is appointed by the Board as opposed to all other committees, which are appointed by the Chairman. Mr. Bingham discussed the Board’s option to meet every other month and the Executive Committee meet in-between (every other month). Mr. Bingham briefly discussed possible bylaw amendments that would further describe the duties of an Executive Committee.

Chairman Wells asked the Board to think about how many people the Executive Committee should consist of, as well as names of potential Committee members. Chairman Wells asked the Board to send any comments/requests to Mr. Bingham so that Mr. Bingham can send out a proposed draft 10 days prior to the next Board meeting on November 5, 2004.

VI. Discussion and Direction to Executive Director of Possible Amendments to Statute Providing for Creation of Rail District (Board Member Terms):

Bill Bingham discussed his Memorandum to the Board entitled “Potential Amendments to the Statute Permitting Creation of the Commuter Rail District.” The memorandum addressed:

• Potential amendment to create staggered terms for board members so that all of the board positions do not expire at one time (2 year staggered terms v. 3 years staggered terms); and
• Potential amendment to permit the Rail District to conduct video conference or telephone conference meetings.

A brief discussion ensued.

VII.I. Contract Update and Possible Action for Alternatives Analysis and Preliminary Engineering Services:

Tom Shelton, Project Manager of Carter Burgess, and Allen Zreet, AIA, Associated Senior Project Manager of Carter Burgess, discussed the status of the proposed contract and presented “Transportation Choices Build Tomorrow’s Economy - Planning and Preliminary Engineering Services (RFQ 03052004).”

The presentation discussed the following:

• Guiding Theme – “Transportation Choices Build Tomorrow’s Economy”
• To accomplish mission, the District Needs:
• Locally Based, Top-Notch firms
  Carter & Burgess, Inc.
  Parsons Transportation Group, Inc.
  Jose I. Guerra, Inc. (HUB)
  Vickrey & Associates, Inc. (HUB)
  Raba-Kistner, Inc.
  WHM Transportation Engineering, Inc. (HUB)
  Hicks & Company (HUB)
  Capital Market Research
  Harris Miller Miller Hanson, Inc.
  R.L. Banks & Associates, Inc.
  Comprehensive, Multi-Discipline Expertise
• Established Relationships with UP Railroad
• Experience in Freight Rail Relocations for Commuter Rail Projects
• Established Working Relationships

VIII. Report from Carter-Burgess/Charles Heimsath on Theoretical Station Development (part of their presentation to the RFQ Evaluation Committee):

Charles Heimsath discussed economic impact and theoretical station development, such as:

• Project Work Plan & Schedule
• Facilities Planning: Station Planning/Design Issues
• Linking Land Use with Transportation
• Station Area Development Strategies
• Joint Development Strategies
• Economic Impacts
• Preliminary Engineering
• Critical Corridor Areas

Mr. Milloy requested Mr. Heimsath provide a copy of the written report of the hypothetical financial study of New Braunfels.

IX. Economic Development Report from Jon Hockenyos:

Jon Hockenyos advised the Board that PBS&J is nearing completion of its study concerning economic benefits of commuter rail. Mr. Hockenyos stated that it was his intent to (1) provide the Board with an outline of the structure of the study, (2) revisit the findings of the past Spring, and (3) their findings to date.

Mr. Hockenyos’ presentation “Economic Benefits of Commuter Rail – A Regional Prospective” discussed the following:

• Economic Implications Overview:
• Literature Classifies Benefits Into Three Categories
  Generative
  Redistributive
  Transfer
• Generative Benefits
• Economic Development falls into Generative Category
• Direct Economic Development Effects
• Additional Economic Development Effects
• Additional External Events
• Corporate recruitment
• Talent recruitment
• Tourism impact
• Measurement of Benefits
• Conclusions
• Transit-Oriented Development

A brief discussion ensued.

X. Document Control Discussion and Possible Approval:

Mr. Camarillo discussed Work Authorization No. 8 – Attachment D, Program Related Document Control Services – Contract for Engineering Services. Mr. Camarillo stated that document control services are one of the requirements of the PBS&J contract. Several months ago PBS&J brought their recommendation, ATSER, to the Board. In a subsequent meeting, Mr. Notzon’s suggested that Orbis, a “reverse auction” company, to see what the open marketplace might be able to provide in comparable services. As a result, the PMOC prepared an RFQ and at least 100 inquiries were received from various companies, but only 2 companies ultimately responded. A “Post-Auction Report” was provided to the Board. PSB&J’s recommendation is that ATSER’s services were far superior, as well as the fees.

Mr. Camarillo stated that it is the recommendation of the PMOC to approve Work Authorization #8. Because the motion was a Program Management Committee Report and Recommendation so it was a motion and second.

After a brief discussion, the motion was unanimously approved by the Board.

XI. Discussion and Possible Action on Resolution- Supporting Cap Metro’s Rail Plan:

The Board discussed “A Resolution in Support of the Capital Metro Commuter Rail Proposal,” concerning the Austin-San Antonio Intermunicipal Commuter Rail District supporting the Capital Metro Long-Range Transit Plan, specifically the operation of commuter rail between the City of Leander and the Austin Convention Center as recommended by Capital Metro Staff at the August 16th, 2004 Capital Metro Board meeting. Sid Covington moved that the Board approve the resolution with a change requested by Daryl Slusher. Mr. Covington’s motion was seconded by Carroll Schubert.

After a brief discussion, the motion unanimously passed, with Senator Barrientos abstaining.

XII. Financial Report:

Ross Milloy provided the Board with the following items for review and reference:

• 2004 Third Quarter Statement of Income and Billable Expenses; and
• Reconciliation Detail – Checking Account, Period Ending 09/30/2004.

XIII. Other Business:

Steve Lowry discussed a forum that Houston Metro is conducting at the end of the month (October 20-22, 2004). The President of Houston Metro has extended an invitation to the Board to participate and be involved as policy makers in this forum.

XIV. Public Comment:

There were no comments from the public.

XV. Adjourn:

There being no further items of business brought before the Board, Chairman Wells adjourned the meeting at 1:25 p.m.

Board Meeting
September 10, 2004
11:00 a.m. - 1:00 a.m.
The Meeting Place
400 S. CM Allen Parkway
San Marcos, Texas 78666

I. Call to Order:

Chairman Wells thanked the audience for attending.

Chairman Wells advised that a quorum was not present, and therefore the Board members present would conduct conversations and acquire information to help make decisions once the Board convenes a meeting.

Participants:

• Sid Covington
• Fred Harless
• Dave Marsh
• Al Notzon
• Daryl Slusher
• Tullos Wells

Tommy Adkisson, Gonzalo Barrientos, Sam Barshop, Mariano Camarillo, Gerald Daugherty, Carroll Schubert, Tim Tuggey, and Jeff Wentworth were unable to attend.

Other participants included Ross Milloy and Bill Bingham.

Chairman Wells also welcomed representatives from Georgetown, Amelia C. Sondgeroth, Director of Planning and Development Services, and Ed Polasek, Planning and Development Services.

II. Committee Reports

A. Freight Rail Relations Committee (FRRC):

Sid Covington advised that the FRRC did not have a meeting this month. Covington stated that Union Pacific Officials have been attending conventions and unavailable.

Steve Lowry advised that PBS&J is progressing forward with some measured pace with freight rail relations. Lowry stated that TXDOT continues in their efforts concerning the relocation study. TXDOT recently traveled to Omaha to review some technical issues. Lowry hopes to get a report from Mario Medina next week.

Chairman Wells added that Judge Wolff and the San Antonio Mobility Coalition continue in their on-going dialogue with Union Pacific.

B. Program Management Oversight Committee (PMOC):

Mariano Camarillo was unable to attend the meeting; however, Chairman Wells stated that Camarillo had no PMOC report to provide.

C. Public Information Committee (PIC):

Dave Marsh advised that the PIC had not met since the last meeting; however a working group meeting is currently scheduled for September 14, 2004, at the offices of PBS&J to discuss the web site. Marsh added that the PIC is waiting for additional tasks to be assigned.

III. Report on Federal Transit Administration Officials Visit on August 19th

Sid Covington discussed the Federal Transit Administration visit on the evening of August 18th. In attendance were: Covington, Daryl Slusher, Brian Jackson (FTA -Washington, DC) and John Sweek (FTA – Fort Worth). Covington also met with them the following day to discuss the needs of the corridor.

Steve Lowry stated that he had received informal feedback from Dallas, who met with FTA prior to their visit with San Antonio, and Houston, who met with FTA after their visit with San Antonio. Lowry stated that FTA’s visit went very well compared to their visit with Dallas and Houston. Lowry added that Brian Jackson is interested in getting information as quickly as we can provide it to him regarding (1) resolving local funding issues and (2) ridership.

IV. Discussion of Feasibility Update Assumptions

Chairman Wells deferred to Steve Lowry for a detailed discussion concerning the assumptions to be considered as part of the “New Starts Program.”

Steve Lowry provided a copy of his presentation “Board of Directors Meeting: September 10, 2004 – Project Assumptions”

• Rail Technology
  Proven Technology vs. emerging technology
  Constrained to existing guide way
  Phased implementation
• Travel Time
  Highway travel time vs. passenger rail
  Local vs. Express trains
  Phased implementations
• Service Frequency
  Peak hour frequency
  Off peak frequency
  Express train frequency
  Week day vs. week end schedules
  Phased Implementation
• Corridor Phasing
  Limited services vs. full service considerations
  Freight rail agreement constraints
  Public acceptance
  Funding considerations
• Service Phasing
  Limited service vs. full service consideration
  Freight rail agreement constraints
  Public acceptance
  Funding considerations
• Fare Policy
  Ridership sensitivity
  O&M revenue source
  Fare discounts
  Fare collection technologies
• General Discussion

An extensive discussion concerning the presentation topics ensued.

V. Discuss Possible By-Law Changes on Committee Quorums

Bill Bingham briefly discussed the possible by-law changes regarding committee quorums he presented at the Board’s last meeting. Bingham stated that he believes the best option is that Chairman Wells appoint two alternate members for each committee member. Bingham stated that this may be accomplished without amending the bylaws. Bingham prepared a resolution to enable the Chairman to effectuate this task and advised no Board action was required.

VI. FY05 Budget

Ross Milloy stated that there was no need to approve a budget because a two-year budget was already adopted and in place. Milloy clarified that the revised budget was provided to the Board in an effort to show where/how the funds are being distributed. Milloy directed any questions to Catherine Robinson.

VII. Other Business

Lowry stated that PBS&J’s contract was signed on September 5, 2003; thus, he wanted to take a moment to thank the District for allowing PBS&J to be involved in this project on the one year anniversary of their involvement. Lowry stated that PBS&J looks forward to the future of this project.

Chairman Wells thanked Lowry, as well as PBS≈J, for performing above and beyond their call of duty.

VIII. Financial Report

Ross Milloy provided 3 documents:

• 2004-2005 Fiscal Year Budget: October 2004 through September 2005;
• 2004 Second Quarter Statement of Income and Billable Expenses;
• Reconciliation Detail: Checking Account, Period Ending 08/31/

IX. Public Comment

Amelia Sondgeroth, Director of Planning and Development Services of Georgetown, Texas stated that this was the first meeting she had attended, but assured the District that Georgetown is very much interested in this project. Ms. Sondgeroth also stated that Georgetown would welcome future Board meetings in Georgetown.

X. Adjourn

Chairman Wells thanked the Members and the audience for their attendance and participation and adjourned at 12:54 p.m.

Board Meeting
August 6, 2004
1:00 a.m.
AACOG Conference Room
8700 Tesoro
San Antonio, Texas 78217

I. Call to Order:

Notice was duly posted and a meeting of the Austin-San Antonio Intermunicipal Commuter Rail District Board was held on August 6, 2004. Chairman Wells called the meeting to order at approximately 11:17 a.m.

Participants:

• Tommy Adkisson
• Gonzalo Barrientos
• Mariano Camarillo
• Sid Covington
• Gerald Daugherty
• Fred Harless
• Dave Marsh
• Al Notzon
• Carroll Schubert
• Daryl Slusher
• Jeff Wentworth
• Tullos Wells

Other participants included Ross Milloy and Bill Bingham.

II. Chairman and Member Comments

Chairman Wells thanked the members and the audience for attending.

Chairman Wells acknowledged and thanked Bexar County Judge Nelson Wolff’s efforts regarding discussions with Union Pacific about a possible relocation of their through freight.

Chairman Wells took a moment to discuss board member Shelton Padgett’s death earlier in the month and recognized his service to the Rail District and the community.

III. Approval of Minutes of June 4th Meeting

The Members, upon a by Al Notzon motion and second by Sid Covington, unanimously approved the June 4th, 2004 meeting minutes.

IV. Committee Reports

A. Freight Rail Relations Committee (FRRC):

Sid Covington advised that the FRRC had not met since the last meeting, but much activity has been taking place regarding building a relationship with Union Pacific officials, including a luncheon meeting with UP officials and the mayor of Austin.

B. Program Management Oversight Committee (PMOC):

Mariano Camarillo advised that the PMOC met immediately prior to the board meeting. Mr. Camarillo stated that negotiations with CarterBurgess were on-going, as the proposed fee schedule is still in process and being analyzed.

C. Public Information Committee (PIC):

Dave Marsh advised the Board that the PIC met on July 9, 2004 to discuss pending projects. Since a quorum was not present, the meeting was “informal.” Mr. Marsh also informed the Board that the website was posted during the last week of July – ASA Rail

V. Notice of Upcoming Federal Transit Administration officials visit on August 19th

Ross Milloy discussed his communications with the Federal Transit Administration (FTA). The FTA would like to bring a representative from Washington to visit about the project.

Steve Lowry discussed two meetings with the rail district and FTA: (i) meeting regarding 1999 Study and (ii) meeting in Fort Worth regarding the possibility of FTA becoming our federal sponsor. FTA indicated it would be interested in becoming our federal sponsor. Our next step is to begin a formal partnership with FTA through Region 6.

VI.Report on visit by Union Pacific officials to Austin and San Antonio

Sid Covington reported on the July 15th and 16th meetings with Union Pacific. Mr. Covington advised that the meetings were a good start and that Union Pacific is taking the discussions very seriously.

Chairman Wells reported on the July 16th meeting County Judge Nelson Wolff scheduled with Union Pacific officials. Chairman Wells described the meeting as a frank exchange of views with Union Pacific, particularly on the issue of making sure Union Pacific understands the importance of its move not just pertaining to Travis County, Hays County, and Comal County, but also south.

Mr. Daugherty also reported on his discussions with Union Pacific. Mr. Daugherty advised that the clear issue with Union Pacific is money. A lengthy discussion ensued.

VII. Discuss Hiring of Senior Planner/Administrator

Mr. Milloy discussed the need to develop a professional staff. Mr. Milloy stated that the Board was about to enter into a contract with a particular contractor regarding alternative analysis, which will require oversight. Mr. Milloy stated that there were two options to accomplish this: (i) pay the Project Management team to provide oversight or (ii) bring someone else in to provide oversight and look at the long-term interests of the District, as well as build a professional staff. Mr. Milloy provided Job Specification for a Project Administrator to each of the Members for their review and input. TXDOT has indicated that this would be an allowable Federal expense and they believe this is a good idea.

Bill Bingham offered two approaches (i) hire an employee of the District; however, in order to do this, the Board must adopt personnel plans and create the withholding accounts or (ii) amend the present contract with Corridor Council and have that person become an employee of the Corridor Council; the ASAICRD Board would still pick the person and have direct control.

Chairman Wells stated that his personal preference was that the person be included under the Corridor Council contract. Chairman Wells asked the Members to look at the job specification provided by Mr. Milloy and think about which route is best option. A brief discussion ensued.

VIII. Report on CAMPO Toll Road Amendments

Mr. Milloy provided each of the members with a copy of Senator Barrientos’ July 22, 2004 correspondence to Bob Tesch, Chairman of Central Texas Regional Mobility Authority regarding toll road amendments to CAMPO’s 2025 Transportation Plan and the FY 2004-FY 2008 Transportation Improvement Program.

Senator Barrientos elaborated on Austin’s traffic problems and his correspondence to Mr. Tesch. A lengthy discussion ensued.

IX. Discuss Possible By-Laws Changes on Committee Quorums

Mr. Bingham discussed several instances wherein the committees could not conduct business because of the inability to reach a quorum in the committee meetings. Accordingly, Mr. Bingham discussed alternatives to avoid this in the future:

• Legally reduce the quorum number to one; however, probably defeats the purpose of the committee;
• Increase the number of committee members; however, this may be self-defeating because this makes it more difficult to reach a quorum;
• Telephone participation; Mr. Bingham discussed the question of telephonic participation. The Open Meetings Act is very limited where telephone or video conference participation is permitted and it is almost impossible to meet the guidelines; and/or
• Amend the bylaws to enable the designation of several alternative committee members for the sole purpose of attending the meeting in the absence of another committee member.

A brief discussion ensued. Mr. Bingham advised that the current bylaws stipulate that the Chairman appoint members; thus, Mr. Bingham suggests the same goes for alternate committee members. Chairman Wells suggested that Mr. Bingham prepare an amendment for the bylaws for the Board to review.

X. Discussion of Feasibility Update Assumptions

Mr. Lowry discussed the informal presentation of Work Authorization #5: Feasibility Study (WA#5) held on July 19. Mr. Lowry advised that WA#5 is a critical-path item because it is the intent of the study to make assumptions consistent with the direction of the Board.

Mr. Lowry introduced Frank Martin, Colleague at PBS&J. Additionally, Pete Hackley presented “Board of Directors Meeting: August 8, 2004 – Project Assumptions & Design Criteria:”

• Background
• Discussion in 2 categories:
  General
  Current Issues
• Project Benefits
• Measure of Success
• Who Will Be Served?
• UPRR Expectations
• Local Transit Connection
• Public Safety
• Criteria Discussion
• Five Subjects:
  Legal
  Travel Speeds
  Services Levels
  Freight Service
  Passenger Stations
• Additional Features
• Ridership Analysis
• Discussion

A lengthy discussion ensued.

Chairman Wells requested that Mr. Lowry and Mr. Hackley be prepared to continue their presentation at the next meeting so that the Board could give adequate consideration to all materials presented.

XI. Other Business

There was no other business to discuss.

XII. Financial Report

Ross Milloy provided the Members with (i) Quarter Statement of Income and Billable Expense, and (ii) Reconciliation Detail – Checking Account, Period Ending 07/30/04 for their review and reference.

XIII. Public Comment

Jan A E Six, a resident of Austin, Texas, inquired about (i) speed issues and (ii) assumed service levels (i.e., peak time – a train in every direction every 30 minutes).

XIV. Adjourn

Chairman Wells thanked the Members and the audience for their attendance and participation.

There being no further items of business brought before the Board, Chairman Wells adjourned the meeting at 1:20 p.m.

Board Meeting
June 4, 2004
11:00 a.m. – 1:00 p.m.
501 E. Hopkins
San Marcos, Texas 78666

I. Call to Order:

Notice was duly posted and a meeting of the Austin-San Antonio Intermunicipal Commuter Rail District Board was held on June 4, 2004. Chairman Wells called the meeting to order at approximately 11:17 a.m.

Participants:

• Tommy Adkisson
• Al Notzon
• Mariano Camarillo
• Carroll Schubert
• Sid Covington
• Daryl Slusher
• Fred Harless
• Tullos Wells
• Dave Marsh

Senator Barrientos, Sam Barshop, Gerald Daugherty, Shelton Padgett and Senator Jeff Wentworth were unable to attend. Other participants included Ross Milloy and Bill Bingham.

Joe Morris, Chief of Staff for Senator Wentworth, attended in the Senator’s absence. Graham Keever, General Counsel for Senator Barrientos, attended in Senator Barrientos&rquo; absence.

II. Chairman and Member Comments:

Chairman Wells thanked the Members and the audience for attending.

Chairman Wells also thanked the Members, Staff, and Consultants for contributing a lot more time and effort to the project than just attendance of the monthly meetings.

III. I. Approval of Minutes of May 7th Meeting:

The Members of the Board unanimously approved the May 7, 2004 meeting minutes.

IV. Committee Reports, Including Possible Work Authorization Approvals or Amendments Regarding Financial Planning Services and Freight Rail Relations:

A. Freight Rail Relations Committee (FRRC):

Sid Covington advised that although the FRRC had not recently met, there is much activity occurring with Union Pacific. Covington stressed that the relationship with Union Pacific is a key element to whether this project is attainable.

B. Program Management Oversight Committee (PMOC):

Mariano Camarillo advised that the PMOC met immediately prior to the board meeting. The PMOC reviewed two work authorizations and recommended them for approval by the Board:

• Work Authorization No. 3 – Supplement “A”: “Freight Rail Relations Supplement - Contract for Engineering Services D-1(3A),” in the maximum amount payable of $76,000.00. Discussion of Work Authorization No. 3 ensued upon Covington and Al Notzon’s motion and second for approval. After further discussion, the Members unanimously approved Work Authorization No. 3.
• Work Authorization No. 5 – Supplement “B”: “Financial Planning – Contract for Engineering Services D-1(5B),” in the maximum amount payable of $84,000.00. Discussion of Work Authorization No. 5 ensued upon Camarillo and Covington’s second for approval. The Board unanimously approved Work Authorization No. 5.

Additionally, Steve Lowry advised the Board that the PMOC would like to hire ATSER, LP, a HUBcertified document control service firm. Mr. William Larry Franklin, Senior Vice President of ATSER, LP, presented “Program Document Management – Information Briefing” to the Board:

• Background information (including major projects); and
• Scope of Work (including Track-It Systems, Benefits to Program and Typical Transactions).

C. Public Information Committee (PIC):

Dave Marsh advised the Board that the PIC met on June 2, 2004 to discuss pending projects previously approved by the Board, such as Web Development. A “Public Information Web Development Meeting Summary Notes” handout was provided to each Member for review and reference.

V. Legal Briefing Regarding Board Member’s Terms and Expansion of the Board:

Bill Bingham discussed the current vacancy on the board. Bingham reminded the Board that the Board had chosen to leave a position vacant while awaiting the results of the feasibility study and ridership update.,. Bingham also discussed the terms of the Members (2 years) and reminded the Board that terms would soon expire. Bingham suggested that each member notify their appointing authorities to remind them that the appointment is coming to an end. Bingham also suggested that future legislation consider staggered terms so there is no potential for a complete turnover of the Board.

VI. Central Texas Discussions with the UP – The Executive and Staff Task Forces:

John Langmore reported on the progress of discussions with Union Pacific, as well as anticipated next steps in the negotiations.

Langmore also discussed the composition of the Committee of interested parties (Executive Task Force) working on the relocation of Union Pacific (i.e., Tullos Wells, Chairman Mike Krusee, Chris Heckman, Amado Saenz and Mike Barron - may add Commissioner Nichols, County Judge Nelson Wolff, and Lee Walker).

Langmore advised that TxDOT has done three things:

• Engaged HNTB to evaluate proposal (end of July);
• Engaged HNTB to look into Rail Segment 6 of HWY 130; and
• Looking at corridor from not only San Marcos to Taylor, but also south to Seguin.

Langmore discussed next steps, which included, but were not limited to:

• Setting upstaff level task force for detailed negotiations with Union Pacific;
• Ensuring all efforts are coordinated by and between CAP METRO, Rail District and TxDOT so there is no overlap;
• Finalize technical evaluation of Union Pacific proposal and begin with negotiations;
• Formalize evaluation of funding the relocation; and
• Ensure that the Austin Commuter Rail System is not viewed as separate from the Austin-San Antonio Commuter Rail system.

The Board discussed concentration on the North end versus South end of the project, as well as the Board’s statutory mandate to resolve issues of mobility and air quality in the corridor as defined in the statute.

VII. Evaluation Committee’s Conclusions and Recommendations for Selection of Consultant Team in Response RFQ for Planning and Preliminary Engineering Including Possible Selection of the Consultant Team:

Sid Covington presented “Evaluation of Interviews for RFQ 03052004 – Consultant Services for Planning and Preliminary Engineering” to the Board for review and reference. The presentation included:

• Background information on RFQ issue date and number of submittals (issued 03/09/04; 7 submittals received on 04/19/04 – 45 consulting firms represented);
• Evaluation Committee Members – Chairman Sid Covington, Dave Marsh, Tullos Wells, Mariano Camarillo and Al Notzon, Mario Medina (TxDOT), Todd Hemingson (VIA/non-voting), Sunrinder Marwah (Cap Metro/non-voting) and technical advisors Steve Lowry, Alison Schulze and Dennis Newjahr;
• Evaluation Overview;
• Presentation/Interview;
• Ranking – Carter Burgess, Parson Brinkerhoff and Booz Allen Hamilton;
• Concerns & Mitigation;
• Next Steps (Contract negotiations and notice to proceed).

Covington moved and Marsh seconded the motion to authorize the Program Management Team to enter into contract negotiations with Carter Burgess. After a brief discussion, the motion was unanimously approved.

VIII. State and Federal Legislative Affairs Update:

Ross Milloy discussed what has transpired pertaining to State and Federal legislative affairs. Milloy also provided the Members with a copy of the following letters:

• Ernest J. Istook, Jr. (Chairman, Subcommittee on Transportation, Treasury, and Independent Agencies) correspondence to Ms. Jennifer L. Dorn (Federal Transit Administration) dated 05/18/04 and 05/26/04; and
• Nelson W. Wolff (County Judge, Bexar County) correspondence to Mr. Richard Davidson (Chairman, Union Pacific) dated 05/10/04 and
• Dick Davidson (Union Pacific) response to Nelson W. Wolf (County Judge, Bexar County) dated 05/21/04.

IX. Financial Report:

Ross Milloy provided the Members with three documents for their review and reference: 1) Reconciliation Detail; 2) Austin-San Antonio Inter-Municipal Commuter Rail District Budget; and 3) 2004 First Quarter Statement of Actual Expenses.

X. Other Business:

Dave Marsh discussed the need to develop a plan to involve intervening jurisdictions in the District.

The Board also discussed the possible moving and/or cancellation of the July 9, 2004 meeting due to schedule conflicts. The next meeting will be held at CAPCO in Austin, Texas.[The July 9, 2004 meeting was subsequently cancelled.]

XI. Public Comment:

Mr. Joe Hernandez, of the Northern Hays Leadership Council, thanked Sid Covington for the time he contributed to Buda, Kyle and the Hays County School Districts in discussing the Commuter Rail Districts plans.

XII. Adjourn:

Chairman Wells thanked the Members and the audience for their attendance and participation.

There being no further items of business brought before the Board, Chairman Wells adjourned the meeting at 12:45 P.M.

Board Meeting
May 7, 2004
1:30 p.m. – 3:30 p.m.
AACOG Conference Room
8700 Tesoro
San Antonio, Texas 78217

I. Call to Order:

Notice was duly posted and a meeting of the Austin-San Antonio Intermunicipal Commuter Rail District Board was held on May 7, 2004 commencing at approximately 1:50 p.m. Vice Chair Covington greeted all Board members and announced the absence of Chairman Wells who was ill. Vice Chair Covington announced that a quorum was present.

Participants:

• Commissioner Tommy Adkisson
• Al Notzon
• Mariano Camarillo
• Shelton Padgett
• Sid Covington
• Councilmember Carroll Schubert
• Commissioner Gerald Daugherty
• Councilmember Daryl Slusher
• Fred Harless

Sam Barshop, Senator Barrientos, Dave Marsh, Tullos Wells, and Senator Wentworth were unable to attend. Other participants included Ross Milloy, Steve Lowry and Bill Bingham. Joe Morris attended in Senator Wentworth’s absence and Graham Keever attended in Senator Barrientos’ absence.

I. Chairman and Member Comments:

There were no opening comments by members.

II. Approval of Minutes of March 5th and April 2nd Meetings:

Councilmembers Carroll Schubert moved and Gerald Daugherty seconded approval of the proposed minutes for the March 5th meeting. The minutes were unanimously approved.

Fred Harless moved and Councilmember Daryl Slusher seconded approval of the proposed minutes for the April 2nd meeting. The minutes were unanimously approved.

I. Committee Procedures and Reports:

A. Freight Rail Relations Committee (FRRC):

Vice Chair Covington advised the Board that the FRRC was scheduled to meet earlier that day, however, a quorum was not present so the meeting was postponed.

B. Program Management Oversight Committee (“PMOC”):

Mariano Camarillo stated that the PMOC had met just prior to the Board meeting. Steve Lowry provided a briefing on Work Authorization #5, Supplement “A”, authorizing PBS&J to conduct the work related to the environmental white paper. Mr. Camarillo explained that the way this Work Authorization is laid out, PBS&J will be allowed to do its work in three steps. He added that they would come back to the Program Management Committee, which will allow the Committee to review work done and authorize continued work. Mr. Camarillo explained that the reason for that is depending upon the results of the first three tasks, there may or may not be a need for PBS&J to proceed. Motion was made by Mr. Camarillo to approve Work Authorization #5. Vice Chair Covington explained that a second to the motion is not needed and that it can be voted on by the entire Board. Work Authorization #5 was unanimously approved. Mario Medina of TxDOT asked that the motion be made contingent on TxDOT’s approval that the expenditure was an allowable expense under Federal Highway Administration Guidelines, and Mr. Covington stated that the Board concurred with his request.

Mr. Camarillo reviewed Work Authorization #7 having to do with the services of PBS&J as general program management consultants. He explained that this Work Authorization has been under discussion with the Board for several months. Mr. Lowry explained the intent of Work Authorization #7 as support to the Rail District staff. Mr. Camarillo requested approval of Work Authorization #7. Councilmember Schubert requested explanation of the different Work Authorizations. Mr. Lowry explained the different Work Authorizations stating that they list specific tasks identified for the PBS&J team to accomplish that had not been earlier included in their scope of work and that this will carry them through to the umbrella contract. The motion to approve Work Authorization #7 was passed unanimously. Mr. Camarillo then moved to consider an amendment to the contract with PBS&J to set an available funds cap limit. Mr. Bill Bingham, Rail District Counsel, explained it is to be stated as a dollar value that is equal to approximately 15%. Mr. Camarillo moved to amend the contract for engineering services with PBS&J by providing that the maximum amount payable for completion of all work including authorizations for payment to sub-contractors or others is $1,300,000 with the program management portion of the work limited to $864,928. The motion was unanimously approved.

Mr. Camarillo stated that the final item was the addition of two consultant companies to the Project Management Team, WHM Transportation Engineering (WHM) and McGinnis, Lochridge, and Kilgore, LLP, (MLK). Mr. Lowry gave background of both companies anticipated involvement in this project. Further action was delayed to a later meeting.

C. Public Information Committee (“PIC”):

No committee report was given. Vice Chair Covington stated the next priority for this committee is to work on the website and get it operational. Mr. Lowry added that this project would be discussed by the committee on their next meeting.

I. Feasibility Study Update – Report on Station Location Meetings:

Mr. Lowry asked Pete Hackley with the Project Management team to address this item. Mr. Hackley gave an update on the project. The concern is the receipt of information from Union Pacific. Mr. Hackley expressed hope for a breakthrough with Union Pacific exchanging information with us. Mr. Hackley added that Work Authorization #5 is about on schedule with the intention to finalize the report by the end of the summer. Mr. Fred Harless asked if cost would be addressed. Mr. Hackley confirmed that it would be. Mr. Harless added that the station becomes an anchor that draws people, a solid financial investment. In calculating how to pay for stations, we should apply for TIFs, he added. Mr. Hackley agreed, explaining the station planning process with preliminary engineering. Mr. Shelton Padgett commented that we should discuss with communities and asked what communities in Bexar County have had these discussions. Mr. Hackley explained that four communities are considered: 1604; 410; Downtown; and Kelly. Everyone agreed that these four made sense today. It was recommended to keep in the Mo-PAC tracks on West side. Mr. Padgett commented that the sales tax referendum in November was to include transit facilities. He added that the funding should be identified within the next 30 days. Mr. Padgett recommended open discussion of other viable areas and requested other routes be considered because of growth with colleges and Toyota versus the Kelly stop. He also added that the population increase since 1999 in San Antonio should reflect more ridership for college campuses, Southpark Mall, and Toyota. Mr. Hackley said future discussions regarding southern most station will continue and all options will continue to be considered. Mr. Milloy explained this is for modeling at this time. Mr. Padgett said that he sees quicker return on investment going to Southpark Mall instead of Kelly. He added that we should consider acquiring land for that kind of use.

II. Report on Joint MPO Meeting (April 21), Possible Discussion Of Other Jurisdictions Within District Boundaries:

Mr. Covington then discussed the Joint MPO Meeting held April 21st in San Marcos. Councilmember Schubert stated that the San Antonio Mobility Coalition did not have a quorum present, however the meeting was very good. He added that the resolutions were approved. Vice Chair Covington and Councilmember Slusher both agreed with Councilmember Schubert at a later meeting on the success of the meeting. Councilmember Schubert thought the presentation by Chairman Tullos Wells and Vice Chair Sid Covington was very good. Mr. Milloy thanked Alison Schulze for her contribution to bring this meeting together. Mr. Milloy went on to share survey data shared at the meeting. He further stated that at the end of the Joint MPO meeting, Representative Mike Krusee requested that both MPOs plan to set aside $5 million each year for 10 years. Mr. Milloy expressed delight and eagerly recommends that the Board request to be placed on the agenda with both MPOs for the request for $5,000,000 from each MPO. Vice Chair Covington announced that two MPO motions passed and that it was an excellent meeting.

III. Report on Dallas-Ft. Worth Rail Trip By AUS/SAT Leaders:

Vice Chair Covington updated the Board on the DFW trip. He said the group took the TRE to downtown Ft. Worth and had presentations on the way. Vice Chair Covington added that they took buses to Love Field. He recommends a similar trip be planned for our leaders. He commented on observing those riding the train, reading papers, playing chess, and relaxing, stating that it occurred to him how much more comfortable it was for these riders than fighting traffic on the freeway. Mr. Milloy commented on the lack of development around the stations. City codes had influence on developing around stations, according to Mr. Milloy. He polled station managers and conductors about crime and no increase was reported. Mr. Milloy went on to add that as many as 30-40 freeway lanes connected Ft. Worth and Dallas on that line and they still have over 8,000 riders average daily, as compared to only six lanes between Austin and San Antonio. He also commented that they have a lot more freeway capacity than we do here in our corridor.

Vice Chair Covington stated that the employees they visited with are very jealous of our organization. He said that none of the employees are employed by the TRE, instead, the T in Ft. Worth or DART in Dallas employs them all. Vice Chair Covington added that they are working towards making it one organization – the TRE. The feedback given to Vice Chair Covington was that they expressed the need for larger parking lots. Commissioner Daugherty asked what kind of transportation options have they exercised. Vice Chair Covington explained the experience he had about the transition from train to other transportation such as buses. He observed a very heavy bus service around the rail, with seamless service, including a daily ticket for $4.50 per day, which covers everything, with the option of purchasing cheaper tickets. Commissioner Daugherty asked how many stops were there. Vice Chair Covington stated approximately five and that they were 10-12 miles apart.

IV. State and Federal Legislative Affairs Update:

Mr. Milloy referred a letter from Congressman Ciro Rodriguez’ along with a page labeled the National Corridor Infrastructure Improvement. This is the language that is in the bill in debate in Washington DC now.

Mr. Milloy also reported that he had testified before a Texas legislative committee with regard to rail in Highway 130. After Mr. Milloy’s testimony, testimony was given by Executive Director Behrens, who testified that the southern section of 130 is being examined as a potential route for Union Pacific relocation. Mr. Milloy also stated that TxDOT has hired consultants to look at Union Pacific to find a route from San Antonio to Taylor. Mr. Milloy stated that the executed MPO resolutions will be extremely useful in Washington DC in furthering our projects and thanked the MPO’s for their participation.

V. Approval of the Annual Report:

Vice Chair Covington praised Mr. Milloy, Mr. Marsh, Councilmember Slusher and A3 Designs on the completion of our Annual Report and Brochure. Councilmember Slusher commented that the material ‘looks great’. Vice Chair Covington agreed and Commissioner Adkisson seconded the praise. The Board approved the Annual Report and Brochure by unanimous consent.

VI. Legal Briefing Regarding Potential Conflicts of Interest:

Mr. Bill Bingham gave a general briefing on conflict of intent laws and regulations. He explained that the federal government has different layers of conflict rules that he will bring to the Board as time goes on.

VII. Status And/Or Possible Approval Of RFQ Responses On Alternatives Analysis/Environmental Clearance:

Vice Chair Covington asked Mr. Lowry to present the status of the RFQ. Vice Chair Covington went through the presentation, summarizing that a short-list of three companies was selected. He listed them in alphabetical order as Booz Allen Hamilton; Carter Burgess; and Parsons Brinckerhoff. Mr. Covington added that an Evaluation Committee would meet to interview the members of this short list on Thursday, May 20th at which time each of these companies will be allowed to give a presentation to this Committee. Shortly after this meeting, the Committee will review and make a recommendation to the Board at the next Board meeting scheduled for June 4th. Vice Chair Covington noted that the contract negotiations would take time. He predicted that the July or August Board meeting will be when the final decisions will be completed and a motion made to proceed. Vice Chair Covington expressed appreciation to all companies who submitted a response, stating that they were all very good, however these three best fit the District needs. Vice Chair Covington stated it would be held at 8:30 am on Thursday, May 20th at the TxDOT offices on Riverside Drive in Austin. He also emphasized that while these three companies have made the short-list, they will all come into this meeting with an even playing field and recommendations will be based solely on the presentations given at this meeting.

VIII. Presentation on Financial Strategies and Modeling:

Mr. Milloy asked Mr. John Bennett to give a summary for this agenda item. Mr. Bennett explained the financing support level with ‘what if’ modeling. He commented on the need to follow FTA regulations. Mr. Bennett detailed his presentation (included in packet).

Vice Chair Covington returned to Item VI(b) discussions to other jurisdictions joining. He asked Mr. Bingham about joining districts. Mr. Bingham explained that all counties touching Bexar and Travis Counties are eligible to join. He reminded the Board that we continue to have one vacancy on the Board adding that this position could be filled by an elected representative to represent other cities not now represented on this Board. Vice Chair Covington asked for disadvantages to join. Mr. Bingham discussed the possible disadvantages. Councilmember Slusher expressed concerns about the balance of representation for communities and funding per population. Mr. Padgett asked where are we with Hays County and San Marcos. Mr. Milloy explained there is tremendous interest. He stated that he had discussions with the San Marcos city manager. Mr. Milloy stated that he received a very positive response to their willingness to encourage this project. He also referred to the economic analysis of the benefits included in the packet provided.

Mr. Padgett asked about amending the statute taking into account universities that have 20,000+ students. Bingham said an amendment to the statutes would be required. Mr. Milloy added that an additional $9 million from the federal government may require matches by cities and county funds and he added that this needs to be discussed further.

IX. Other Business:

There was no other business to be discussed.

X. Financial Report:

Mr. Milloy reviewed the financial report. He stated that a quarterly statement would be provided for future reports. He explained that up to March 10th, the Corridor Council has advanced funds to the Rail District to maintain it administratively. Mr. Lowry referred to the Finance Committee and explained finances specifics presented earlier by Mr. Bennett. He also commented that the Finance Committee meeting a week and a half ago did not reach a quorum.

XI. Public Comment:

There were no comments from the public.

XII. Adjourn:

Vice Chairman Covington thanked the Members and the audience for their attendance and participation.

There being no further items of business brought before the Board, Vice Chairman Covington adjourned the meeting at 3:30 P.M.

Board Meeting
March 5, 2004
11:00 a.m. – 1:00 p.m.
San Marcos Activity Center
501 E. Hopkins
San Marcos, Texas 78666

I. Chairman And Member Comments:

Chairman Wells opened the meeting by stating that while en route to the meeting he was reminded that the Board is not only involved in the railroad business, potentially, but also the transportation business, economic development business, environmental business and most certainly in the public safety business.

Chairman Wells reminded the Board that it was just over a year ago that the Board was formed and met for the first time. Wells thanked Dave Marsh and the Public Information Committee for doing an excellent job at letting the public know what the Board is doing. Wells advised that he is proud of and thankful for all Board members, staff, contractors and those who have coached from the sidelines to get the Board where they are today.

Chairman Wells also thanked Mayor Todd, Grant Keever, from Senator Barrientos’ Office, and Joe Morris, from Senator Wentworth’s Office, for attending the meeting.

II. Call to Order:

Notice was duly posted and a meeting of the Austin-San Antonio Intermunicipal Commuter Rail District Board was held on March 5, 2004. Chairman Wells called the meeting to order at approximately 11:12 a.m.

Participants:

• Mariano Camarillo
• Sid Covington
• Gerald Daugherty
• Fred Harless
• Dave Marsh
• Al Notzon
• Carroll Schubert
• Daryl Slusher
• Tullos Wells
• Senator Jeff Wentworth

Tommy Adkisson, Senator Barrientos, Sam Barshop, and Shelton Padgett were unable to attend. Other participants included Ross Milloy and Bill Bingham.

III. Approval of Minutes of February 13th Meeting:

Dave Marsh and Fred Harless moved and seconded approval of minutes for the February 13, 2004 meeting. The minutes were unanimously approved.

IV. Committee Procedures and Reports:

A. Freight Rail Relations (FRR):

Sid Covington advised that the FRR Committee has not met since the last board meeting, but they have initiated putting in place a State of Texas Task Force to begin negotiations with Union Pacific, comprised of a representative for the Governor’s Office, Chairman Wells representing the Rail District, and Chairman Mike Krusee representing the House Transportation Committee. This Task Force has had an initial meeting and another meeting is planned shortly to begin discussions with Union Pacific. Additionally, Covington stated that as part of the on-going discussions with Union Pacific that have been on-going for a number of years, there has been a fairly recent response to some of the earlier questions - which was basically positive feedback. TxDOT is currently reviewing the recent responses and, so far, there are no red flags and the process is moving forward. Covington added that he hopes to have more indication of where the process is going by this time next month.

B. Program Management Oversight Committee (PMO):

Mr. Camarillo advised that the PMO Committee has not met since the last board meeting but is scheduled to meet today upon adjournment of the board meeting. Camarillo stated that the PMO Committee would review the work authorizations that are currently pending, as well as the RFQ that has been prepared and provide questions, comments and directives to PBS&J as a result of the review of the proposed RFQ. Camarillo also stated that the PMO Committee will have a general discussion to look at resources and the allocation of resources as the Board begins to bring on more consultants, as well as how to address the on-going activities that the committee will oversee going forward.

C. Public Information Committee (PI):

Dave Marsh advised that the PI Committee has met twice since the last board meeting. Marsh stated that the PI Committee was joined by Al Notzon, Covington and others to help with a design development meeting with the consultant engaged to design a logo. After giving the consultant her charge, the committee met again on February 24th and reviewed proposed logos. The committee also reviewed, in particular the text of the proposed annual report, which is included in each of the member’s packets. Marsh stated that the proposed report has been initially edited to incorporate Councilman Slusher’s comments, but the Committee may still work on the brevity of the documents. Marsh hopes to get the document ready in time for the next meeting.

Marsh communicated to the Board that the PI Committee chose a logo and with that being done, can now move forward to get the annual report document done and the website updated with necessary information. The Board then reviewed the logo that was chosen by the committee. Marsh said the design concepts should be attributed to Notzon, who during the PI Committee meeting, drew out the Alamo and the Capitol for the design consultant.

Chairman Wells stated that he was proud of the logo and thanked Marsh and his committee for their hard work.

V. Discuss Draft RFQ on Alternative Analysis/Environmental Clearance, possible action:

Bill Bingham advised the Board that they have a draft RFQ – which is in response to discussions by various committees – to begin looking at the preliminary engineering and planning process for the commuter rail project. Bingham stated that the process would be as follows:

• once approved by the Board, the RFQ would be published to interested parties;
• interested parties to submit qualifications;
• submissions to be reviewed by committee or committees of the Board and eventually presented to the Board for discussion and action.

Bingham suggested that Board begin this process so that the Board is ready to start discussion of the movement of rail lines, andto respond with information to support congressional or state appropriations. Bingham added that the contract itself would have a provision to allow the District to cancel it in the event the work being done turns out unnecessary (i.e., a thirty day notice provision). Bingham also stated that in the initial contract entered into with the current consultant, there is a provision that prohibits the prime contractor from bidding on this particular work. Bingham noted state and federal procurement laws may also have some impact on disqualifications of firms. Bingham advised that the Board may send the RFQ to a committee for further discussion and let that committee approve and issue it, or may have it come back to the Board for approval and issuance..

Chairman Wells advised the Board that Committee’s recommendation is for the Board to approve the RFQ today. Marsh and Covington moved and seconded approval of the proposed RFQ.

A brief discussion ensued regarding environmental clearance and concerns about whether the process should be carried forward prior to the Board establishing Union Pacific’s position.

Chairman Wells proposed the creation of a committee, and asked for volunteers to comprise such committee, to review RFQ responses and give an evaluation/summary to the Board. Covington and Notzon volunteered to sit on the committee. Covington inquired about including TxDOT and PBS&J on the committee, whether it be in a voting capacity or for technical support. Milloy stated that Staff suggestion would be to include TxDOT and extend an invitation to FHWA (funding partner) and FTA (probable overseer at the federal level) to serve on the committee.

Marsh inquired about the length of time involved in the process. Milloy, stated that he would like to see the length of time reduced so that the whole period of contract negotiations is moved closer to a June date. Milloy requested that an agreement be concluded as quickly as possible after June 9th. Bingham suggested adding language that provides the Board the right to accelerate or change schedule and also make clear that the Board may also call a halt to the process or positions of the contract if awarded.

Milloy pointed out that one portion of the work is the alternatives analysis – that was something the FTA raised questions about regarding the original feasibility study. Milloy advised that this is part of the federal process that we have to go through.

In response to Carroll Schubert’s inquiry regarding whether or not there would be a matrix of some sort so that the Board will know about issues, as well as estimated costs associated with them, Milloy stated the work plan adopted lays out how “we plan to get there.” Milloy advised that there are some hoops that we have to get to with the various administrative and local, state and federal governments, for example, the MPO process, TIP at the state, certain portions of the study done before you can move on to the next step. Milloy added that in the federal process, for instance, you have to get preliminary engineering done before you can proceed to design. Milloy stated that there are many steps like that along the way.

The Board discussed various aspects of the RFQ in further detail, including the selection and procurement process prior to unanimously approving the RFQ as amended.

VI. Project Work Plan Discussion (Work Order No. 4), possible action:

Chairman Wells asked Steve Lowry to discus the Project Work Plan. Milloy advised the Board that this is part of the process in the documentation and development of a plan in order to satisfy FTA requirements. Milloy added that the Project Work Plan is a document that will change over time, but tries to outline the tasks ahead. The Board received the proposed plan on February 13, 2004, comments have been submitted and incorporated.

Lowry advised that the information before the Board does incorporate comments to the proposed work plan through March 4th. Lowry suggested that if there are any additional comments from the Board, they could be discussed before accepting. Lowry stated that it would not be uncommon to have changes made going forward.

Lowry introduced Pete Hackley, who discussed the elements of the Program Management Plan chapter of the Project Work Plan, as well as the proposed template for a progress report that he asked the Board to review and provide comments in the next few weeks.

The proposed Austin-San Antonio Commuter Rail Program: Program Management Team Activity Report includes:

• Section I – Progress Summary;
• Section II – Activities of Program Management Consultant;
• Section III – Other Activities; and
• Section IV – Issues and Concerns.

The Board briefly discussed the proposed report.

Chairman Wells inquired as to whether the report would include the financial commitments and funds expended/funds committed. Hackley stated that financial information is something that could be added to the report. Lowry stated that the report was to identify activities, which would be accompanied, at some point in the future, by a financial report.

Notzon suggested that if there is a concern that needs to be raised as a caution, it be included under Section III: “Other Activities.”

When asked by Schubert about the distribution of the proposed report, Lowry suggested:

• distribution to Executive Director;
• distribution to the Board for review; and
• once formalized, published for public review

Milloy asked whether there would be any warning systems in place that will give the Board sufficient notice that an upcoming work authorization should be approved in order to continue satisfactory progress. Milloy asked that PBS&J make certain that they have a prior notice system so that the Board and he are alerted to any deadlines that must be met at the State and Federal level.

Milloy noted that the Board will be spending a large amount of money concerning environmental issues during this process, as much as 20% or 30%. Milloy stated that during that process, there will be an opportunity for public interaction. Lowry advised that the public involvement portion is federally mandated and will be corridor-wide and will follow a very prescribed processes that have been established at the federal and state level.

Finally, Milloy inquired concerning the timeline of the feasibility and ridership update. Milloy stated that there is about a month-long period for submitting a draft to the District and review and comments by the District is about 60 days, he would request that the process be reduced to do a concurrent process to bring the board in and review all at once so that a final can be accomplished before October, which would be prior to the conventional recess. Milloy stated that timing-wise, in terms of federal applications, it would be better to shorten this process.

Covington motioned and Councilman Slusher seconded approval of Work Authorization No. 4. The motion was unanimously approved.

Lowry introduced Dennis Newjar, who has been identified in the RFQ as the contract manager. Lowry stated that Newjar will play an important role as the proposals are processed and the statements of qualification are submitted.

VII. Austin-San Antonio Chamber Trips to D.C.:

Milloy stated that the San Antonio Chamber has a delegation going to Washington on March 7th through the 10th and the Austin Chamber has a delegation going from March 27th through March 30th. The Corridor Council prepared a document for both groups concerning support for commuter rail, which is included in each member’s packet. Milloy hopes to obtain some congressional earmarks in the successor legislation to TEA 21 and is targeting about $5,000,000 in 2005 appropriations. The State Highway 130, Segments 5 and 6 are included in the packets, as well, because that is one potential route for the relocation of Union Pacific down to San Antonio and that is something the Corridor Council hopes the Chambers will pursue.

Finally, Milloy mentioned that there will be a Joint MPO meeting wherein the Corridor Council hopes to lay out what the Commuter Rail District has accomplished today, as well as what the relationship with Union Pacific is at that point. The staff of the MPOs have indicated a target date of Wednesday, April 21st, about 6:00/6:30 p.m. in San Marcos. Milloy hopes to be able to provide an update concerning where the Board is going and what they expect to accomplish.

Chairman Wells stated that his understanding is that Milloy is going on both trips, Councilman Schubert is going on the San Antonio trip; and Wells and Councilman Slusher are going on the Austin trip. Chairman Wells encouraged members to go if they so wish.

VIII. Financial Report:

Milloy confirmed receipt of VIA’s check. Milloy stated that all checks have been received for the Rail District’s operations for the first year, with the exception of the City of Austin. Milloy stated that the City of Austin has cut their check, it just has not been received. Milloy stated that there was an update of the current financial status in each Member’s packet.

Chairman Wells thanked Capital Metro for taking the lead and providing support when it was needed early on, as well as every entity providing support thereafter.

IX. Other Business:

Milloy briefly discussed the editorials included in each Member’s packet concerning various aspects of rail and roadway developments in Texas.

X. Public Comment:

Laurie Anderson, Director of Engineering for the City of San Marcos; introduced herself and stated:

• They are very appreciative that the Board chose to meet in San Marcos;
• They would like to be more involved in the process;
• There are currently 33 at-grade crossings in San Marcos, and not a single overpass or underpass in the community;
• They are just completing the Transportation Master plan, wherein they have had over 20 public meetings and one of the things just about every citizen in San Marcos will tell you is “please, please, please help us do something about the railroad in our community”;
• The Railroad bisects the community: approximately 2/3 of the community lives on the west side of the tracks, while the hospital facilities are located on the east side of the tracks;
• Union Pacific creates a tremendous problem to the City;
• Ms. Anderson advised that they would love to be a resource to the Board – they are a center point in the Corridor and have a large university that impacts San Marcos greatly with transportation as 1/3 of the 26,000 students are commuters from Austin and San Antonio;
• They have a large interest in commuter rail and how that might serve San Marcos and requested that the Board please keep us involved.

Chairman Wells thanked Ms. Anderson for addressing the Board.

XI. Adjourn

Chairman Wells thanked the Members and the audience for their attendance and participation.

There being no further items of business brought before the Board, Chairman Wells adjourned the meeting at 12:18 P.M.

Board Meeting
February 13, 2004
11:00 a.m. – 1:00 p.m.
Alamo Area Council of Governments Conference Room
8700 Tesoro Drive
San Antonio, Texas 78217

I. Chairman And Member Comments:

Chairman Wells thanked Vice Chair Sid Covington for filling in for him during his absence.

Chairman Wells advised the Board that he has been talking to Representative Mike Krusee, Chairman of the House Transportation Committee, and others about Union Pacific’s plans with respect to the I35 Corridor. Chairman Krusee has indicated that the most strategic thing we can do (”we” being the State of Texas), is speak to Union Pacific with one voice. As such, Chairman Krusee is establishing a committee for this purpose.

Chairman Wells discussed Commissioner Hope Andrade’s (from San Antonio) appointment to the Texas Transportation Commission. Chairman Wells advised that Commissioner Andrade will not only be a terrific asset for the commission, but also an advocate for good ideas for the people of the State of Texas.

Commissioner Daugherty inquired about who would be traveling with Chairman Krusee’s committee to Omaha to visit with Union Pacific. Commissioner Daugherty requested that the record reflect that he intends to travel to Omaha to visit with Union Pacific, particularly if Capital Metro is going.

II. Call to Order:

Notice was duly posted and a meeting of the Austin-San Antonio Intermunicipal Commuter Rail District Board was held on February 13, 2004. Chairman Wells called the meeting to order at approximately 11:20 a.m.

Participants:

• Tommy Adkisson
• Mariano Camarillo
• Sid Covington
• Gerald Daugherty
• Fred Harless
• Dave Marsh
• Al Notzon
• Carroll Schubert
• Daryl Slusher
• Tullos Wells

Senator Barrientos, Senator Wentworth, Sam Barshop and Shelton Padgett were unable to attend. Other participants included Ross Milloy.

III. Approval of Minutes of January 9th Meeting:

Dave Marsh and Al Notzon moved and seconded approval of the proposed minutes for the January 9th meeting. The minutes were unanimously approved.

IV. Committee Procedures and Reports:

A. Freight Rail Relations:

Mr. Covington advised the Board that he did not have much to report as the FRR Committee had not recently met. Mr. Covington briefly discussed Work Authorization No. 3.

B. Program Management Oversight Committee:

Mariano Camarillo discussed the meeting held by the PMOC on February 12th. The primary points of discussion were: (i) review of Work Authorization No. 5 (WA5): Update of Feasibility Study; (ii) review of Work Authorization No. 6 (WA6): Request for Qualifications for Alternatives Analysis and Environmental Clearance; (iii) Project Work Plan Review and Discussion; and (iv) Work Plan Review: Public Information Program.

Mr. Camarillo confirmed that the PMOC reviewed Work Authorization No(s). 5 and 6, which were included in each member’s packet. Mr. Camarillo then asked Steve Lowry to provide a brief description of each work authorization.

Mr. Lowry then briefly described and discussed:

Work Authorization No. 5 – 1999 Feasibility Study Update: Contract for Engineering Services D-1(5); the maximum amount payable under this Work Authorization is $508,000; and

Work Authorization No. 6 – Prepare Request for Qualification for Planning and Environmental Services: Contract for Engineering Service D-1(6); the maximum amount payable under this Work Authorization is $36,000.

Work Authorization No. 5:

Thereafter, the Board discussed Work Authorization No. 5 in depth.

Mr. Covington and Fred Harless moved and seconded the approval of Work Authorization No. 5, subject to the approval of TxDOT. The Board approved the motion by a vote of 9 to 1, with Commissioner Daugherty voting no.

Work Authorization No. 6:

Mr. Lowry then described the timeline of events associated with Work Authorization No. 6:

• PBS&J will submit proposed RFQ to Ross Milloy for review;
• Proposed RFQ will then pass through the Board for input;
• PBS&J will then meet with MPO and TxDOT to get input;
• Board will be then be able to review and approve the RFQ at the next board meeting (03/05/04);
• RFQ will post RFQ on website for 10 days;
• Open forums conducted to meet with interested parties (03/14/04 target date);
• Submittal deadline will be 03/19/04;
• Assistance with the Board in the selection process thereafter.

Mr. Lowry reminded the Board that this was a draft and was open to comments/suggestions by Board.

Al Notzon moved and Mr. Marsh seconded the approval of the RFQ. The Board approved the motion by a vote of 9 to 1, with Commissioner Daugherty voting no.

C. Public Information Committee:

Dave Marsh informed the Board that the PIC convened on February 4th, in San Antonio, and had a long and productive meeting. Mr. Marsh stated that the PIC incorporated all comments into the brochure as best they could. The draft brochure was sent out in advance for review by the Board. The PIC has approved the brochure and will move forward with printing of 3,000 brochures for distribution to the public.

Other issues and/or actions taken by the PIC were:

• Finalize Public Involvement Chapter of the Program Management Plan, which will be presented to the Board for adoption;
• Discussion of draft letter to local freight rail committees, which was deferred to the PIC’s next meeting;
• Discussion of Commuter Rail Branding – the PIC approved a budget not to exceed $15,000 for a graphic designer/web site designer to developer the District ID, to design and produce an Annual Report document and to design and construct a permanent District website. The PIC authorized Mr. Milloy to engage a firm prior to the next PIC meeting (02/13/04), however, Mr. Milloy found a firm willing to fulfill the tasks for $10,000; and
• Discussion of Public Outreach effort in concert with joint MPO meeting in March/April.

Mr. Marsh moved approval of the Public Involvement Chapter of the Program Management Plan. Carroll Schubert seconded Mr. Marsh’s motion. The Board approved the motion by a vote of 9 to 1, with Commissioner Daugherty voting no.

V. Economic Development Issues Presentation:

Steve Lowry introduced John Bennett, Member of AECOM Consult, and John Hockenyos, Principal of Texas Perspectives, who presented “Presentation to the Austin-San Antonio Intermunicipal Commuter Rail District Board – February 13, 2004: FTA Process; Ridership Considerations; and Economic Development.

Mr. Hockenyos discussed, in detail:

• The economic impact;
• Types of benefits; and
• Measurement of benefits.

VI. Ridership Presentation – Overview of the ‘99 Study and Proposal for the Ridership Update

Mr. Bennett discussed the overview of the 1999 Feasibility Study and stressed the need for updating the study. Mr. Bennett discussed, in detail:

• FTA New Starts Evaluation and Rating Framework;
• New Start Projects;
• Projects Designed for Final Design;
• Projects Approved for Preliminary Engineering;
• Key Reauthorization Issues;
• Ridership Considerations;
• AECOM Consult Phase 1 Work Plan; and
• Consult Phase 2 Work Plan.

The Board received the information under items V and VI and took no action at this meeting.

VII. Joint MPO Meeting Discussion:

Mr. Milloy solicited the Board’s input regarding a joint MPO meeting. Mr. Milloy stated that he would like the board to take a look at both ends of the corridor and share long range efforts to ease congestion.

A brief discussion ensued regarding ITS – Intelligent Transportation Service – along the corridor.

VIII. State and Federal Legislative Update:

Mr. Milloy advised the Board that a draft copy of the Public Involvement Plan was included in each of the member’s packets. Mr. Milloy stated that the Plan would not be discussed today, but does want the Board to review. Mr. Milloy told the Board the Plan would guide progress over the next few years. He also suggested that when the Board next met, the Plan would be submitted to the Board for review. Mr. Milloy asked that comments/questions be provided to him prior to the next meeting.

Mr. Milloy advised that the TEA 21 reauthorization process is moving surprisingly fast, but how it will play out is anyone’s guess. Mr. Milloy stated that it may happen by 02/29/04, but believed it was likely to have an interim extension.

IX. Financial Report:

Mr. Milloy stated that funding for the year has been received from everyone except VIA and the City of Austin. Chairman Wells confirmed that he talked with the Chairman of VIA who has confirmed that VIA will have funds to be submitted shortly.

X. Public Comment:

There were no comments from the public.

XI. Adjourn

Chairman Wells thanked the Members and the audience for their attendance and participation.

There being no further items of business brought before the Board, Chairman Wells adjourned the meeting at 12:40 P.M.

Board Meeting
Friday, January 9, 2004
11:00 am-1:00 pm
PBS&J Offices Conference Room
6504 Bridge Point Parkway
Austin, Texas

I. Chairman And Member Comments:

Vice-Chairman Sid Covington presided in the absence of the Chairman.

Mr. Covington thanked all Board members for their attendance at today’s meeting and welcomed all attendees. Mr. Covington also thanked Steve Lowry and the PBS&J team for hosting this meeting in their facility. Mr. Covington stated that he wished to announce that Mr. Mario Medina of TxDOT lost his father this week and as such was unable to attend today’s meeting. He expressed the sadness the Board feels for Mr. Medina’s loss and extended condolences and best wishes to him and his family. Mr. Covington emphasized that Mr. Medina has been a great supporter to this Board. Mr. Covington then opened the meeting to member comments.

II. Call To Order:

Vice Chairman Covington called the meeting to order at approximately 11:20 a.m. and announced that notice was duly posted and a meeting of the Austin-San Antonio Intermunicipal Commuter Rail District Board was held on January 9, 2004.

Participants:

• Tommy Adkisson
• Dave Marsh
• Mariano Camarillo
• Al Notzon
• Sid Covington
• Carroll Schubert
• Gerald Daugherty
• Daryl Slusher
• Fred Harless
• Jeff Wentworth

Gonzalo Barrientos, Sam Barshop, and Shelton Padgett were unable to attend. Other participants included Bill Bingham and Ross Milloy.

III. Approval of Minutes of December 5th Meeting:

Gerald Daugherty moved and Fred Harless seconded approval of the minutes; the motion passed unanimously.

IV. Status of Legislative Consultant Contract, Discussion and Possible Action:

Mr. Covington stated that the Board had approved previously a legislative consultant contract, but suggested it be brought back to the Board once negotiated for final approval. He then called on Mr. Bingham. Mr. Bingham stated that this agreement has the same duties as described in the RFP. He said this is a one-year contract for the year 2004 with a flat annual fee of $50,000 and a one-year extension for another $50,000 and that will be paid out in monthly installments. Mr. Bingham went on to say that the consulting agreement does allow for the consultant to incur expenses only after they have received Board approval for those expenses. He also stated that the Board has a 30-day right to terminate clause with this contract. Mr. Bingham stated it is ready for the Board’s approval. Dave Marsh moved and Fred Harless seconded approval of the contract. Mr. Milloy interjected with clarification that the contract reflects a $50,000 annual limit spread out in monthly installment payments. The motion was passed unanimously.

V. Report on Federal Interagency Meeting of January 6, 2004:

Mr. Covington called on Mr. Steve Lowry of PBS&J to offer the report of the January 6th meeting with the Federal Transit Authority. Mr. Lowry stated that he attended this meeting with Mr. Milloy and Tom Shelton. This meeting was with the Region 6 FTA staff. This was the 2nd meeting staff has had with the region. Mr. Milloy and staff met with this same group early last year and initiated the conversation that have ensued since then and will continue in the future. The purpose of this meeting was a coordination briefing to bring the FTA 6 staff up to date on what has transpired in the past year with the District. Staff felt it was a very successful meeting. There was an interest in the project initially, and by the time the meeting ended that interest had significantly increased. Mr. Lowry anticipated there would be more routine coordination efforts with Region 6 staff. John Sweek has been informally identified as point of contact. He has been made aware of the meetings and has every intention to attend and participate in our monthly board meetings.

Mr. Lowry outlined discussions on the environmental analysis versus the environmental impact statement. He explained the goal is environmental clearance so the District can proceed through FTA requirements. There is interagency coordination at the federal level between the EPA and the FTA and that interaction is through the process of this environmental clearance. Mr. Lowry stated that the next step will be a presentation of an argument - after roundtable discussions - of the benefits of going one way vs. the other and based on that conclusion, present a white paper to them asking them for their consent, with a timeline of 30-45 days. Mr. Covington asked if the whitepaper could be ready in that time and Lowry said he believed it could be done. Mr. Lowry repeated John Sweek as the lead point-of-contact, in response to Mr. Marsh’s query as to who the lead on the project is. Mr. Covington stated his impression was that it was a very positive meeting. Mr. Lowry said the FTA asked “what does the District perceive is the public support and the agency support locally?” and his response was ‘very positive.’

Mr. Lowry answered Mr. Covington’s question of if the District has any outstanding action items by stating that we do not. Commissioner Daugherty asked how does the District answer FTA when the question is asked about public support. Mr. Lowry stated that the answer had to be limited to technically at present, such as if there were any strong formal opposition that had presented itself and staff said we were not aware of any to date; how long has the project been generally known in the public and it has been in the newspapers for some time. What degree of support was from the elected officials and staff mentioned HB3588 and some of the provisions there. Mr. Milloy offered that they also mentioned the congressional support from Lamar Smith, Lloyd Doggett, Ciro Rodriguez and Charlie Gonzales as supporters of this project. Mr. Milloy stated that the District needs continuing MPO and TxDOT support and that there are a whole series of steps to go through to get additional programmatic federal money. Mr. Covington opened the floor for more questions. As there were none, he stated that the District needs to move forward and be responsive to the FTA staff.

VI. 2004 Goals & Objectives, Discussion, Possible Action:

Mr. Milloy gave an overview of the draft document of April, 2003 that listed the District goals and objectives. Many of those goals had been accomplished, as indicated by a checklist on the 2003 document, and he explained the Goals And Objectives 2004 document. This year, as a young organization, the District has lots to try to accomplish including policy goals and clarifying the Union Pacific situation. He stated that next is developing a conceptual consensus up and down the corridor. The District needs to determine needs going forward, such as engineering to move UP, to develop out the existing rail ROW, and selecting a technology if a decision is made to move forward. He said it is going to be a multi-year project and the District needs to develop a strategy and budget over the next six years. He added that the District thinks it is important to launch the economic development studies of the project this year, particularly given the new tools given by the legislature such as comprehensive development agreement authority and the ability to develop transportation infrastructure zones. Mr. Milloy added that as for Item #5, the internal document control and information system requires that the District add staff, now that we know our financing is relatively secure for the next couple of years. Staff wants to get the meeting information to Board members a week in advance, have an appropriately scaled document control and internal information system in place to become administratively more proficient. He added that staff would like to get this accomplished over the next few months and certainly by the end of the year.

Staff discussed with the FTA that the first action taken by this Board was to authorize the consultants to prepare a plan defining what our public outreach plan was going to be and how the District would systematically inform the public about our activities. He then asked if the Board wanted to make modifications to this list. Mr. Marsh asked if the unchecked items from 2003 would be carried over to 2004 goals and Mr. Milloy said that they would. Mr. Marsh and Mr. Harless agreed that these are significantly large goals. Mr. Milloy stated the District should reflect progress on some items, while completing others. Mr. Covington suggested bullet items instead of numbering, since all have equal priority. Commissioner Daugherty asked to be walked through what the District sees happening on the public involvement and education in this process. Mr. Milloy stated that the first document presented to the Board was the Public Information Plan, which has not yet been adopted by the Board. He went on to explain that it will go before Mr. Marsh’s Public Information Committee and then presented to the Board for adoption. Commissioner Daugherty thought it would be helpful for newcomers to these meetings to be given a brief summary of what the District is doing to that end. Commissioner Daugherty asked when the plan would be ready and Mr. Lowry stated the draft plan is complete and staff is now requesting comments from the Board and other staffers, and when all comments come in, they will go before the Committee. Mr. Marsh said the PI Committee took a break over the holidays and deferred action on the brochure, so no one has missed anything. The PI Committee is awaiting enough work to make it worth our while to get together and to make sure they have all the Board member comments. Mr. Covington asked if there are any other comments. There were none. Action on adoption of the goals was deferred.

VII. Freight Rail Relations Committee Report, Strategy Discussion, and Possible Action on Work Authorization #3:

Vice Chair Covington stated he would now speak as chair of the Freight Rail Relations Committee to present the report on the Committee’s meeting on January 5, 2004. He presented the summary of the meeting and described in broad outline the Committee’s strategy for beginning discussions formally with the Union Pacific. Also, as a result of both this meeting and Mr. Camarillo’s committee on Thursday, the District has developed Work Authorization #3. Mr. Covington shared a detailed presentation and went over the details of WA#3. Mr. Covington emphasized that this is a key element that is vital to the project. Mr. Covington stated that after his committee approved this WA, it was taken to the PMO Committee for review and discussions to ensure it was following the process. Mr. Milloy added that the consultants were asked to add one party to this, Mr. John Langmore, to work on the project with the Union Pacific, TxDOT, and coordinating with state, local and federal officials. He said Mr. Langmore had already been working on getting UP into the State Highway 130 Corridor and that his inclusion in the negotiation process would save time. Commissioner Daugherty commented that either he or Mr. Harless do not understand something regarding the funds of about $64,000 to be spent. Mr. Daugherty stated that his understanding was that there are no funds for travel for the five task force members. Mr. Covington confirmed that the task force members would have to pay their own way in travel expenses. Mr. Milloy outlined that the task force will be (1) one person from TxDOT commission, (2) one from the Governor’s office, (3) one representing state elected officials, (4) one person from the Rail District, and (5) one person representing the federal level.

Commissioner Daugherty expressed a desire to go, whether as representing the District or independently. Mr. Notzon commented that he hopes for the same level of detail in the negotiations to be devoted to the southern part of the District as the northern part. Mr. Notzon is concerned that if it is not a full part of the initial plan, the southern part may be neglected overall. Mr. Covington said this would be done in phases. Mr. Covington commented that once the northern part is secured, he believes that there will be less of a bottleneck from San Marcos south because it is double-tracked now and they do not have quite the problems as San Marcos. Mr. Covington asked for questions and comments. Mr. Marsh moved and Mr. Camarillo seconded approval of work authorization #3. The motion passed by 9 to 1 (Daugherty voting no.). Commissioner Daugherty explained why he did not vote for it in Committee. He feels strongly that the District should get some information from UP before spending $64,000. Commissioner Daugherty stated that he understands what the District is trying to do and realizes it is a small amount of money in the scheme of things. Mr. Covington stated that is a very valid point. Mr. Harless commented that if it were just a matter of calling them up or calling to see them, the District would have done that months ago and Mr. Harless likes that the District is taking this tactical approach and believes it will be successful this way.

VIII. Program Management Oversight Committee Report, Discussion and Possible Action:

Mr. Camarillo gave a report on the meeting on January 8, 2003 at AACOG of the Project Management Oversight Committee. He thanked Mr. Notzon for hosting the meeting. Mr. Camarillo stated that the primary piece of business involved WA#3, and since it has been approved, there is not a lot of detail that needs to be covered. It met with the Committee’s approval. He added that items covered that required only discussion were proposed Board and staff workshops mentioned in the last Board meeting. He stated that the staff, as well as PBS&J, has to gather more information and it will probably be brought up in subsequent Board meetings. Discussion proceeded on methods for execution of Work Authorizations, documentation flows between the Committees and the Board. Mr. Milloy had reported that the staff was going through the process of formalizing and documenting the procedures and that within a month, he expects to present the process to the PMO Committee. Mr. Covington asked if there were any questions or comments and there were none.

IX. Update On Public Information Brochure:

Mr. Marsh reported no new action as no meetings were held due to the holidays.

X. Status of Program Management Plan (Work Authorization # 4):

Mr. Lowry discussed Work Authorization #4. PBS&J has begun putting together the work plan and gave a Progress Report on the WA approved at the December meeting. This is an executive level roadmap showing where the District is going, define the work to be done, define the schedule and create the budgets and resources needed to accomplish the tasks. Mr. Lowry discussed the presentation of a draft Scope of Work intended to be staff level review for discussion between the Interim Director and the Program Management Team to determine a level of priority and importance of each of the tasks that have been identified. Mr. Milloy asked the Board to authorize the Project Management Team to prepare a WA for feasibility study updates and a draft RFP or outline of what will be included in that larger study. Mr. Covington asked, where would the District be in 6-8 months? Lowry said that those Work Authorizations would give the Board the update to the study, the elements that are critical to FTA, and the most critical element the ridership numbers. The District is looking to take a more in-depth and comprehensive approach in ridership than what was done in the 1999 study, he said. Mr. Lowry said there would be an alternatives analysis study that would probably be tied in with the environmental clearance package and would probably have an RFP/RFQ go out for both alternative analysis and environmental clearance whether it is an EA or an EIS. Mr. Covington asked if the District should take action to request that they prepare this for consideration at the next Board meeting. Mr. Lowry said as a perfunctory measure, the WA is already underway in terms of being executed and returned. Mr. Covington thanked Lowry for the presentations.

XI. Approval of 2004 Meeting Dates:

Mr. Covington addressed the 2004 meeting dates and asked about moving the Feb. 6th meeting to Feb. 13th to accommodate various scheduling considerations. Without objection, Mr. Covington moved next month’s meeting to February 13th. Commissioner Adkisson asked about the location of the meetings, requesting that the location be about ? mile from the freeway. An offer was made for the CAPCO location as a South Austin meeting place for future Austin meetings. Mr. Notzon requested that the time of the meeting be bumped to 12:00 pm due to scheduling conflict in his conference room. It was agreed to change the meeting date and location to February 13th at 12:00 noon. Mr. Marsh suggested that the District consider meeting in other jurisdictions that may be interested in the District’s deliberations, such as New Braunfels and Georgetown the Board unanimously approved the meeting calendar.

XII. Financial Report:

Mr. Milloy presented the financial report showing the disposition of funds received and expended and the current checking account balance. The District had received funds from Capital Metro and Travis County. Mr. Milloy has been in discussion with the other entities and expects to see the funds begin to come in as early as next week, he said. Mr. Covington opened the floor for comments or questions. There were none.

XIII. Public Comment:

There were no comments from the public.

XIV. Adjourn:

Vice Chair Covington advised that the next board meeting will be held on February 13, 2004 at 12:00 pm in San Antonio, Texas at the offices of AACOG.

There being no further items of business to discuss before the Board, Vice Chair Covington adjourned the meeting at 12:50 pm.

Board Meeting
December 5, 2003
11:00 a.m. – 1:00 p.m.
The Meeting Place
400 South CM Allen Parkway
San Marcos, Texas 78666

I. Chairman And Member Comments:

Mr. Wells thanked all Board members for their attendance at today’s meeting.

Pursuant to the bylaws of the District, the Chairman is to appoint the Vice Chairman, and Mr. Wells announced the appointment of Sid Covington to the position. Mr. Covington accepted the appointment.

Mr. Wells discussed the breakfast he had attended that morning for Congressman Lamar Smith with special guest, Congressman Don Young of Alaska, Chairman of the House Transportation Committee. Congressman Young is leading the reauthoriztion of TEA-21 and could be instrumental in gathering financial resources for the Austin-San Antonio corridor’s tranportation initiatives, Mr. Wells noted. Mr. Wells expressed appreciation for Congressman Smith’s efforts on behalf of the Rail District and thank him for his continued efforts to improve transportation in the corridor.

II. Call to Order:

Notice was duly posted and a meeting of the Austin-San Antonio Intermunicipal Commuter Rail District Board was held on December 5, 2003. Chairman Wells called the meeting to order at approximately 11:10 a.m.

Participants:

• Tommy Adkisson
• Mariano Camarillo
• Sid Covington
• Gerald Daugherty
• Fred Harless
• David Marsh
• Carroll Schubert
• Darryl Slusher
• Tullos Wells
• Jeff Wentworth

Al Notzon, Senator Barrientos, Sam Barshop and Shelton Padgett were unable to attend. Other participants included Bill Bingham and Ross Milloy.

III. Approval of Minutes of November 7th Meeting:

Gerald Daugherty moved and Fred Harless seconded approval of minutes with date corrections.

V.a. Committee Reports of Board Committees: Freight Rail Relations

Mr. Wells elected to go out of order on the agenda and discuss all committee reports. He gave the floor to Mr. Covington, who had no report on Freight Rail Relations. Mr. Covington stated that there will be a meeting in two weeks with the objective to kick off efforts in February.

V.b. Committee Reports of Board Committees: Program Management Oversight

Mr. Wells then passed the floor to Mr. Camarillo who gave a summary of the December 3rd meeting of the Program Management Oversight Committee. A General Services Agreement was discussed with PBS&J, the program management consultants, but the committee decided that the General Services Agreement is not necessary at this time, but agreed to reconsider the matter at a later date. The committee also discussed a process for reviewing Program Management Oversight activities generated by other committees, particularly an upcoming Work Authorization from the Freight Rail Relations Committee. Mr. Camarillo reported that his committee would review Program Management Oversight – related matters before presenting them to the full Board. He expects to discuss future Work Authorizations at the next meeting.

V.c. Committee Reports of Board Committees: Public Information

Mr. Wells then looked to Dave Marsh for his report. Mr. Marsh reported that the Public Information Committee had no formal report but that he had received useful comments on the draft brochure. He will address tasks at the next meeting. Commissioner Daugherty commented on concerns he had regarding presentation of the information to the public. Mr. Marsh addressed his concerns by offering to work closely with him on the final draft of the document.

Mr. Wells stressed the need to provide information to the public that is clear and correct. Commissioner Daugherty thinks this is a ‘propaganda’ piece and wants to be more neutral in tone. Mr. Marsh assured the Board that his Committee intends to distribute something neutral and will work with Commissioner Daugherty to that end. Mr. Wells expressed appreciation for all the work put into this project.

V.d. Committee Reports of Board Committees: Other Committee Comments

The floor was then opened for questions but there were none.

VII. Report on Recent Texas Department of Transportation Actions

Mr. Wells then moved to Item #VII on the agenda and noted that there were going to be two new Commissioners appointed to the TxDOT Transportation Commission as a result of recent legislation and it appeared that one new Commissioner would be appointed from San Antonio. He recommended that Board members and staff be prepared to update these new appointees as quickly as possible about activities of the Rail District.

VIII. Funding and Expenditures Report

Mr. Wells discussed the outstanding funds requested from the cities, counties, and Metropolitan Transit Authorities. Thus far, all entities have reported that their contributions are in process, Mr. Milloy said. Mr. Wells began discussion of expenditures for local staff expenses and the opening of a bank account for the Rail District. He said two invoices had been submitted to the District by the Corridor Council and McGinnis, Lochridge & Kilgore, which are now being reviewed and said that he is fulfilling his fiduciary responsibilities by auditing all invoices and back-up details prior to approving distributions of funds. The initial invoices include a payment to the Corridor Council for reimbursement of time and expenses totaling approximately $40,000, Mr. Wells said. Another invoice was under review for the work done by District counsel, Bill Bingham.

Mr. Milloy also reported that the Board had thus far approved use of federal funds for Work Authorizations to be performed by PBS&J totaling approximately $70,000 in 2003.

IV. Committee Recommendations on Federal Legislative Consultant, Discussion and Possible Interviews with Proposers and Decision on Retention of Consultant

Mr. Wells moved to Item #IV on the agenda and passed the floor to Mr. Camarillo. Mr. Camarillo reported on the December 3rd Program Management Oversight Committee meeting in which the Federal Legislative Consultant RFP proposals were reviewed. Three companies responsed to the RFP. The evaluation criteria used was similar to the first RFP. Cost was not a consideration as the budget had been presented in the RFP and all three candidates had agreed to that budget. All three proposers were extremely well qualified and knowledgeable, however, Smith, Dawson and Andrews was the committee’s recommendation said Mr. Camarillo.

Mr. Wells introduced Greg Andrews of Smith, Dawson & Andrews. Mr. Andrews commented that their office has 13 on staff in Washington DC. Mr. Andrews described their staff’s 30 years experience in government relations and public affairs. The floor was then opened for questions.

Mr. Wells explained reasons for having a Legislative Consultant. He emphasized the importance of full involvement of all board in legislative activities. Mr. Marsh moved to approve the appointment of Smith Dawson and Andrews. Senator Wentworth seconded the appointment. The motion passed unanimously. At the request of Commissioner Adkisson a contract will be brought back to the Board next month. Mr. Wells thanked Mr. Camarillo and his committee for their efforts.

VI. Discussion and Approval of Additional Work Authorizations for Program Management Consultant

Mr. Wells then moved to Item #VI. on the agenda, asking Mr. Camarillo to take the floor. Mr. Camarillo then deferred to Mr. Lowry, who reported that there was discussion at the last Board meeting about developing a project workplan and submitting a Work Authorization (#4) to the Program Management Oversight Committee regarding a detailed workplan timetable and budget. Mr. Camarillo offered more detail as to the Work Authorization presented to his committee with a total budget of $118,000. He assured the Board that this was for work to be done in the future on a monthly basis and that the Board can elect to terminate this work at any time. Mr. Lowry concurred, saying there is a clause in the contract that allows the Board 30 days to terminate the agreement. There was general discussion and Mr. Camarillo then moved for approval of Work Authorization (#4) and Mr. Covington seconded. The motion was passed unanimously. Mr. Wells thanked Mr. Camarillo again for his efforts.

Mr. Lowry suggested that Work Authorization #3 be discussed in the future. Mr. Wells agreed. Mr. Lowry discussed updating the 1999 Feasibility Study and discussions opened regarding a workshop for all Board members. Discussions continued with the agreement that the workshop should start as soon as possible.

Mr. Wells emphasized that PBS&J should proceed to prepare applications for federal funds and crafting an RFP for future corridors analyses and other studies required to document the feasibility of the overall project. The RFP preparation and workshop plans should be processed through the Program Management Oversight committee, Mr. Wells said.

X. Public Comment

There were no comments from the public.

V. Adjourn

Chairman Wells advised that the next Board meetings will be held on January 9, 2004 in Austin, Texas, at a place and time to be determined. Chairman Wells thanked the Members and the audience for their attendance and participation.

There being no further items of business brought before the Board, Chairman Wells adjourned the meeting at 12:50 pm.

Board Meeting
November 6, 2003
11:00 a.m. – 1:00 p.m.
Alamo Area Council of Governments Conference Room
8700 Tesoro Drive
San Antonio, Texas 78217

I. Chairman And Member Comments:

Chairman Wells opened the meeting by thanking Al Notzon and Alamo Area Council of Governments for hosting the meeting.

Chairman Wells also acknowledged the San Antonio Express News for the recent editorial that was published regarding the commuter rail project. (See attached editorial).

Ross Milloy provided “Commuter Rail District Progress Report as of 11-07-03″ which outlined the milestones achieved by the Austin-San Antonio Intermunicipal Commuter Rail District. (See attached Report).

II. Call to Order:

Notice was duly posted and a meeting of the Austin-San Antonio Intermunicipal Commuter Rail District Board was held on November 7, 2003. Chairman Wells called the meeting to order at approximately 11:09 a.m.

Participants:

• Tommy Adkisson
• Mariano Camarillo
• Sid Covington
• Gerald Daugherty
• Fred Harless
• David Marsh
• Al Notzon
• Carroll Schubert
• Darryl Slusher
• Tullos Wells
• Jeff Wentworth

Senator Barrientos, Sam Barshop and Shelton Padgett were unable to attend. Other participants included Bill Bingham and Ross Milloy.

III. Approval of Minutes of October 3rd Meeting:

Dave Marsh and Al Notzon moved and seconded approval of minutes. The minutes were unanimously approved.

IV. Committee Procedures and Reports:

A. Program Management Oversight Committee (Mariano Camarillo (Chair), Al Notzon, and Tullos Wells)

Mariano Camarillo advised the Members that the Program Management Oversight Committee (”PMOC”) was in the process of performing due diligence for their future role.

Chairman Wells asked for the Members’ thoughts regarding whether or not the PMOC may authorize PBS&J to undertake “x” amount of work for “y” amount of dollars over “z” period of time. The Members discussed their thoughts and/or concerns pertaining to this issue.

Sid Covington and Fred Harless moved and seconded that the PMOC be provided the authority to authorize contracts through PBS&J in an amount not to exceed $50,000.00 with an obligation to report back to the Members. The motion was unanimously passed.

B. Freight Rail Relations Committee (Sid Covington (Chair), Gerald Daugherty, Carroll Schubert, and Tullos Wells)

Mr. Covington advised the Board that the Freight Rail Relations Committee (”FRRC”) met immediately preceding the Austin-San Antonio Intermunicipal Commuter Rail District Board meeting and performed the following:

• defined the goals and Mission Statement of the FRRC; (See attached Mission Statement);
• discussed the purpose and need of the FRRC;
• discussed organization of rail negotiation teams and interaction of elected officials, TxDOT and other parties; and
• discussed work authorization for the Program Management Consultant’s scope of work for Recommendation to the Board on November 7th.

C. Public Information Committee (David Marsh (Chair), Darryl Slusher and Carroll Schubert)

David Marsh advised the Public Information Committee (”PIC”) met October 31, 2003 and performed the following:

• defined the PIC’s charge and ongoing function and role; (See attached Statement);
• reviewed and discussed draft of the public involvement chapter to the program management plan;
• reviewed and discussed draft public outreach brochure text and layout;
• reviewed PMC’s Work Authorization #2 and discussed other public outreach assignments for the program management consultant.

Steve Lowry distributed and discussed a draft version of “Austin-San Antonio Intermunicipal Commuter Rail District” for the Board’s review. Mr. Lowry advised that this literature was created as an initial informational piece with a lengthy shelf life - not intended to be a marketing piece. (See attached literature). Mr. Marsh asked the Members to provide their comments to Mr. Lowry within 10 days

Tom Shelton, of Carter Burgess, presented and discussed the Public Involvement Plan: Chapter of the Program Management Plan. (See attached Public Involvement Plan).

The Board then discussed, at length, the challenge of engaging more people/ridership and the importance of the PIC’s role to provide accurate and positive information.

A draft of a “Media List” was also distributed. (See attached media list).

(See attached Public Information Committee Meeting Summary Notes.)

V. Discussion of Project Work Plan

Mr. Lowry discussed the project work plan. Mr. Marsh and Tommy Adkisson moved and seconded that the tasks be identified and the order of same be presented in an updated project work plan. The Board unanimously passed the motion.

VI. Update of 1999 Feasibility Study, Timeline, and Possible Action (including freight movement)

Mr. Lowry discussed the time sensitivity associated with completing the update of the 1999 feasibility study. Mr. Lowry and Mr. Milloy advised that two items PBS&J were stressing the Board to pay particular attention to are the same items being stressed by FTA for all projects:

Ridership; and

cost effectiveness (CEI).

The Board then discussed (i) the initial feasibility study being based upon UP staying where it was and not relocating its operation; and (ii) the size and cost associated with updating the study.

Chairman Wells asked that the PMOC meet with PBS&J to identify the various options available to the Board.

VII. Discussion of General Services Agreement with Project Management Consultant

Chairman Wells advised the Board that the discussion of the general services agreement should be handled by the PMOC. The PMOC will meet with PBS&J and provide a report to the Board regarding scope and responsibility.

VIII. Request for Proposal on Legislative Consultant

Mr. Milloy provided the Member with a Request for Proposals for Legislative Consultant and advised that the RFP will be posted on the website shortly (and in the newspapers within the next few days). The Members discussed the “rule of thumb” on inquiries should be “all requests/inquiries need to be submitted in writing” in order that the Members not be lobbied and/or solicited. (See attached Request for Proposals).

Mr. Milloy advised that an accounting breakdown was provided to Chairman Wells for review and would be provided to the Members at the next meeting.

IX. Public Comment

There were no comments from the public.

X. Adjourn

Chairman Wells advised that the next Board meetings will be held on December 5, 2003 (11:00 a.m.) in San Marcos, Texas, and January 9, 2004 in Austin, Texas, at a place and time to be determined.

Chairman Wells thanked the Members and the audience for their attendance and participation.

There being no further items of business brought before the Board, Chairman Wells adjourned the meeting at 12:42 pm.

Board Meeting
October 3, 2003
2:00 a.m. – 4:00 p.m.
Round Rock City Hall
221 E. Main
Round Rock, Texas

I. Chairman And Member Comments:

Chairman Wells opened the meeting by thanking the audience for attending.

II. Call to Order:

Notice was duly posted and a meeting of the Austin-San Antonio Intermunicipal Commuter Rail District Board was held on October 3, 2003. Chairman Wells called the meeting to order at approximately 2:11 p.m.

Participants:

• Mariano Camarillo
• Sid Covington
• Gerald Daugherty
• Fred Harless
• Dave Marsh
• Al Notzon
• Carroll Schubert
• Darryl Slusher
• Tullos Wells

Tommy Adkisson, Senator Barrientos, Sam Barshop, Shelton Padgett, and Senator Wentworth were unable to attend. Other participants included Bill Bingham and Ross Milloy.

III. Approval of Minutes of September 5th Meeting:

Sid Covington and Al Notzon moved and seconded approval of minutes. Councilman Schubert requested that Item IV., second paragraph, line 3 be amended to reflect (”PBS&J”) instead of (”PJS&J”).

The minutes were approved, as amended.

IV. Legal Announcement; Contract Signed; Work Authorization Issues; Open Meetings Act Compliance:

Bill Bingham advised the Board that (1) Consultant Contract has been signed and (2) Work Authorization No. 1 has also been signed and issued.

Mr. Bingham also briefly discussed the Texas Open Meetings Act. While the Board is spread out over the corridor, the Attorney General has admonished Boards to be cautious with email correspondence. A dialogue, i.e., discussion and response, comes very close to what the Open Meetings Act refers to as deliberation. Mr. Bingham cautioned the Board that discussion and response by email correspondence is something the statute has not quite caught up with. Mr. Bingham advised that discussing public business product should be done during the monthly meetings as opposed to by email correspondence.

V. TxDOT’s Capital Area Strategic Vision for Rail Discussion

Mr. Milloy provided the Board with a copy of TxDOT’s preliminary draft of the Capital Area Strategic Vision for Rail Discussion for informational purposes only. Mr. Milloy advised that TxDOT is hosting a series of meetings with the Multimodal staff, including Mario Medina and Wilda Won. TxDOT’s intent is to try to talk through some of the issues surrounding the development of passenger rail in the capital area around Austin. This started at the initiative of Representative Krusee and has worked its way down through the TxDOT. Mr. Milloy advised that his understanding that this draft proposal was going to be submitted to the TxDOT Commissioners within the next month or two. It mentions the Austin-San Antonio Intermunicipal Commuter Rail District Committee in two ways:

• 1. Designing, planning and implementation of additional regional passenger services on other alignments in the Capital area (along with CapMetro); and
• 2. Coordinating with Union Pacific in the relocation of freight rail services on all alignments (along with CapMetro and TxDOT).

VI. Briefing from Project Manager; Discussion of Reports and Recommendations; Possible Approval of PM Recommendations

Steve Lowry advised the members that PBS&J provided an electronic version of Initial Briefing Reports on Project Funding, Railroad Coordination, and Project Work Plan for the Board’s review. Mr. Lowry advised that PBS&J was prepared to make a brief presentation and/or answer any questions the Board may have regarding the initial briefing reports.

Mr. Lowry told the Board that it was PBS&J’s hope that the Board would be on the same page or at least similar pages with PBS&J after reading the initial briefing reports and reviewing PBS&J’s eleven (11) recommendations to begin implementation of the District’s commuter rail initiative.

Mr. Lowry stated that updating the 1999 study was critical in order to be credible in front of the legislators and US Congress. Mr. Lowry reminded the Board that they are not just competing against a calendar, but a sizeable number of other projects that believe they are as important or more important than this project.

A discussion ensued regarding same.

VII. Discussion: Union Pacific and Other Freight Railroad Status and Possible Direction to Staff on Future Action

Chairman Wells appointed a Union Pacific Relations Committee, and asked that Mr. Covington act as chair of this committee. Other members of this committee include Councilman Schubert , Gerald Daugherty and Chairman Wells. Chairman Wells advised that this committee’s agenda is to focus on the relationship with Union Pacific regarding the issues that will affect the Rail District.

VIII. Discussion and Possible Action on Public Information and Structured Public Involvement

Chairman Wells appointed a Public Information/Involvement Committee. Chairman Wells asked Dave Marsh to Chair the committee. Other members of the committee include Darryl Slusher and Councilman Schubert. Chairman Wells suggested that the Public Information/Involvement Committee work with the Project Manager in order to fulfill our duty to ensure that our constituencies know what we are doing and how we are doing it.

Chairman Wells then asked the Board to consider Work Authorization No. 2: Initiation of Public Outreach Initiatives, Contract for Engineering Services in the maximum amount payable of Ten Thousand Five Hundred and No/100 Dollars ($10,500.00). A motion for approval of Work Authorization No. 2 was made by Fred Harless and seconded by Mr. Covington.

After a brief discussion, the Board unanimously approved the motion for approval of Work Authorization No. 2.

IX. Discussion of Federal Legislation Status and Possible Action on Federal Consultant

Chairman Wells suggested the Board consider approving the initiation of the preparation of a Request for Qualifications (”RFQ”) in order to fill the Federal Consultant role. Chairman Wells advised that the Board would not be committing funds at this stage, but rather would be soliciting suggestions to see what the market is.

Mr. Milloy advised that the RFQ could be completed and published within 1 month. Mr. Milloy further advised that the RFQ would be posted for 3 weeks and 1 day.

The Board then discussed the logistics of the consultant’s term and responsibilities. Mr. Marsh requested a 2-day window to provide comments and/or respond to the proposed RFQ.

Mr. Marsh moved to authorize the Corridor Council to prepare and provide to the Board for review and execution an RFQ for filling the Federal Consultant role. Mr. Notzon seconded the motion.

After a brief discussion regarding same, the Board unanimously approved the motion.

X. Discussion and Possible Action on Project Management Oversight Committee and Setting Authority

Chairman Wells appointed a Project Management Oversight Committee. Chairman Wells asked Mr. Camarillo to chair the committee. Other members of this committee include Mr. Notzon and Chairman Wells. Chairman Wells advised that the agenda of the committee will be to work with PBS&J to ensure that PBS&J has the feedback they need moving forward in order to come up with a strategy for what works best for the Board.

XI. Public Comment:

There were no comments from the public.

XII. Adjourn:

Chairman Wells thanked the Members for their anticipated roles/participation in each of their respective committees. Chairman Wells also thanked the members of the audience for attending.

There being no further items of business brought before the Board, Chairman Wells adjourned the meeting at 2:49 p.m.

Board Meeting
September 5, 2003
11:00 a.m. – 1:00 p.m.
San Marcos Activity Center
501 E. Hopkins, San Marcos, Texas 78666

I. Chairman And Member Comments:

Chairman Wells opened the meeting by:

• Welcoming Councilman Slusher, who will replace Mayor Garcia, to the Board;
• Reminding the Board that they would not be where they are today but for Lamar Smith’s dedication and success in securing Federal funding. Chairman Wells asked the Members to thank Congressman Smith if they see him;
• Advising the Members that he has asked Capital Metro, through Mr. Harless, to visit with the Board about their plans with respect to rail in the Austin area; and
• Recapping what the Board has accomplished over the last 6 months.

II. Call to Order:

Notice was duly posted and a meeting of the Austin-San Antonio Intermunicipal Commuter Rail District Board was held on September 5, 2003. Chairman Wells called the meeting to order at approximately 11:06 a.m.

Participants:

• Mariano Camarillo
• Sid Covington
• Gerald Daugherty
• Fred Harless
• Dave Marsh
• Al Notzon
• Shelton Padgett
• Carroll Schubert
• Darryl Slusher
• Tullos Wells
• Jeff Wentworth

Tommy Adkisson, Senator Barrientos and Sam Barshop were unable to attend. Other participants included Ross Milloy.

III. Approval of Minutes of July 11 Meeting:

Mr. Covington and Mr. Marsh moved and seconded approval of the minutes for the July 11, 2003 meeting. The minutes were approved by the Board with abstention by Councilman Slusher and Senator Wentworth.

IV. Report on Status of TxDOT, FHWA Discussions:

Mr. Milloy provided the Board with a copy of a letter from TxDOT pursuant to the Rail District that includes a Federal Project Authorization and Agreement (letter of authority), certified by the FHWA confirming the Austin-San Antonio Intermunicipal Commuter Rail District is now fully authorized to commence with preliminary engineering and planning studies needed to develop regional commuter rail between the cities of Georgetown and San Antonio.

Mr. Milloy also provided the Board with a copy of a proposed Contract for Engineering Services between Austin-San Antonio Intermunicipal Commuter Rail District and Post, Buckley, Schuh & Jernigan (”PJS&J”), as drafted by PBS&J and Bill Bingham. Mr. Milloy advised that the proposed contract was a standard TxDOT contract with very few changes. Mr. Milloy asked the Board to consider approving the form of the contract and authorize the Chairman to sign on behalf of the Board.

Mario Medina confirmed that the contract is a standard TxDOT contract, with the exception of the following:

• contract now reflects “Austin-San Antonio Intermunicipal Commuter Rail District” instead of “Texas Department of Transportation”; and
• provides for issuance of work to consultants through work authorizations.

Chairman Wells suggested setting up a committee with a “cap” on what the committee will be able to do.

Councilman Schubert and Mr. Covington moved and seconded for the approval of the form of contract for PBS&J, respectively.

A discussion ensued regarding the proposed contract.

The Board unanimously approved the form of contract for PBS&J.

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V. Presentation by PBS&J/Carter-Burgess on proposed work plan:

Steve Lowry thanked the Board for the opportunity provided PBS&J to serve the district. Mr. Lowry and the PBS&J team then provided a presentation on the introduction/briefing of efforts taking place today:

• General goals and objectives, as presented by Alison Schulze;
• Funding, as presented Dennis Newjahr and Tom Shelton;
• Rail Coordination, as presented by Lonnie Blaydes;
• Necessity for work plan; as presented by Pete Hackley; and
• Schedule/Work Plan, as presented by Steve Lowry.

The board was provided a hard copy of PBS&J’s presentation, “Next Steps – Critical Path”.

VI. Consideration/Approval of Form of Contract; First Work Authorization:

Chairman Wells asked the Board to review and consider for approval “Attachment D: Work Authorization No. 1 – Critical Path Investigation”, in the maximum amount payable of $61,300.00, attached to the Contract for Engineering Services.

Senator Wentworth and Chairman Wells moved and seconded approval of the proposed initial work authorization in the amount of $61,300.00.

After discussing the proposed work authorization, the Board unanimously approved “Attachment D: Work Authorization No. 1 – Critical Path Investigation”, in the maximum amount payable of $61,300.00.

VII. Presentation by Capital Area Metropolitan Planning Organization (CAMPO) on Peer City Destination Transportation Alternatives for Commuter Rail Systems

Michael Aulick, Executive Director for CAMPO, provided a presentation on regional rail systems that currently exist in the United States:

• Potential Regional/Commuter Rail Operators in Central Texas;
• Location of Regional Rail Systems in the United States;
• Boarding Information by Region;
• Modes People Take to Get to and from Commuter Rail; and
• Potential Commuter/Regional Rail Peers.

The board was provided a hard copy of CAMPO’s presentation, “Commuter/Regional Rail Survey: Presentation to the Austin-San Antonio Intermunicipal Commuter Rail District” to the Board.

VIII. Report on Federal Matters (Hutchison Rail Bill, TEA3, Amtrak Board):

Mr. Milloy provided a brief report on current legislative issues at the Federal level. Mr. Milloy provided the Board with a copy of Senator Hutchison’s Rail Bill. Mr. Milloy advised that the bill provides a new funding stream and strategy for Amtrak. Mr. Milloy stated that he was calling the bill to the Board’s attention because according to the bill, Congress will be looking at different ways to solve freight rail problems in the United States.

IX. Public Comment:

There were no comments from the public.

X. Adjourn:

There being no further items of business brought before the Board, Chairman Wells adjourned the meeting at 12:59 p.m.